Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect. (b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal. (c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 3 contracts
Sources: Merger Agreement (Sequoia Capital China I Lp), Merger Agreement (Chiu Na Lai), Merger Agreement (Le Gaga Holdings LTD)
Permits; Compliance. (a) Except as set forth in the Combined SEC Reports (ias defined in Section 3.07), the Company and the Company Subsidiaries are in possession of, and is in compliance with the terms of, all federal, state, local, and foreign governmental approval, authorization, certificate, consent, easement, filing, franchise, letter of good standing, license, notice, permit, qualification, registration or right of or from any Governmental Entity (or any extension, modification, amendment or waiver of any of these), or any notice, statement, filing or other communication to be filed with or delivered to any Governmental Entity ("Permits") The that are required for the operation of the business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or Subsidiaries, taken as a whole, as they are operated on the date hereof except for such Subsidiary or by Permits, the absence of which any propertywould not have a Company Material Adverse Effect (collectively, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such "Company Permits"). Except as set forth in the Combined SEC Reports, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations cancellation of any such Company Permit is pending or, to the Company’s Knowledge, threatened and Knowledge (viias defined in Section 9.03) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) aboveCompany, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoingthreatened, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC except with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with Company Permits the Ministry suspension or cancellation of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as which would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity set forth in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except Combined SEC Reports and as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any business of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other Company and the Company Subsidiaries has been and is being conducted in compliance with all applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment Laws. Except as set forth in the Company. Except Combined SEC Reports and as would not have a Company Material Adverse Effect, neither the Company nornor any Company Subsidiary is in conflict with, or has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permit. Except as set forth in the Combined SEC Reports and those which would not have a Company Material Adverse Effect, (i) no investigation or review by any Governmental Entity with respect to the Company or the Company Subsidiaries is pending or, to the Knowledge of the Company’s Knowledge, threatened in writing; and (ii) neither the Company nor any such holder or beneficial owner of the Company Subsidiaries has received any inquiries, notifications, orders or written communication in the past two years from any other forms of official correspondence from SAFE Governmental Entity that alleges that the Company or any of its local branches the Company Subsidiaries is not in compliance in any material respect with respect to any actual or alleged non-compliance with the SAFE Rules and Regulationsapplicable Law.
Appears in 3 contracts
Sources: Merger Agreement (Careinsite Inc), Merger Agreement (Medical Manager Corp/New/), Merger Agreement (Healtheon Webmd Corp)
Permits; Compliance. (a) (i) The business of each of the Company ALARIS and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is subsidiaries are in possession of all material Company Permits necessary for the lawful conduct of its business and the ownershipfranchises, usegrants, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permitsauthorizations, licenses, approvalspermits, filings easements, variances, exemptions, consents, certificates, approvals and registrations orders necessary to own, lease and other requisite formalities with Governmental Authorities in the PRC that are required operate their properties and to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations carry on business as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerceconducted (collectively, the State Administration of Foreign Exchange (“SAFEALARIS Permits”) and except as set forth in Section 5.20(a) to the State Administration of TaxationALARIS Disclosure Schedule, and their respective local counterpartsthere is no Action pending, or, to the knowledge of ALARIS, threatened, regarding any of the ALARIS Permits which if determined adversely to ALARIS, would reasonably be expected to, individually or in the aggregate, be material. ALARIS is not in conflict with, or in default or violation of any of the ALARIS Permits, except for any such conflicts, defaults or violations that, individually or in the aggregate, have been duly completed in accordance with applicable Laws of the PRC, other than as or would not reasonably be expected to have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectEffect on ALARIS.
(b) Except as set forth in Section 5.20(b) to the ALARIS Disclosure Schedule or as has or would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on ALARIS:
(i) all necessary clearances or approvals from Governmental Authorities for all services, software and products provided by ALARIS and any of its subsidiaries have been obtained, and ALARIS and its subsidiaries are in substantial compliance with the most current form of each applicable clearance or approval with respect thereto, including without limitation 510ks and pre-market approvals;
(ii) none of the CompanyALARIS, any of its Subsidiaries or subsidiaries, nor any of their respective directorsofficers, officers employees or employees agents (during the term of such person’s employment by ALARIS or any of its subsidiaries or while acting as an agent of ALARIS or any of its subsidiaries, or, to the Knowledge knowledge of ALARIS, prior to such employment) has made any untrue statement of a material fact or fraudulent statement to any Governmental Authority, failed to disclose a material fact required to be disclosed to the Company, any agentFDA or other Governmental Authority, or any committed an act, made a statement or failed to make a statement that could reasonably be expected to provide a basis for the FDA or other person acting for Governmental Authority to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” or on behalf similar governmental policy, rule, regulation or law;
(iii) as to each article of the Company drug, device, cosmetic or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of valuevitamin manufactured, directly or indirectly, and/or, to any officerthe knowledge of ALARIS, employee distributed by ALARIS, such article is not adulterated or misbranded within the meaning of the Food, Drug and Cosmetic Act or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any similar governmental act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision law of any Governmental Authority, in each case, in order to assist the Companyjurisdiction; and
(iv) none of ALARIS, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company subsidiaries or any of its Subsidiariesofficers, in order to unlawfully induce employees or agents (during the term of such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Companyperson’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE employment by ALARIS or any of its local branches with respect subsidiaries or while acting as an agent of ALARIS or any of its subsidiaries, or, to the knowledge of ALARIS or any actual of its subsidiaries, prior to such employment) or alleged non-compliance with the SAFE Rules and Regulationsany of its affiliates has been convicted of any crime or engaged in any conduct for which debarment, exclusion or similar punishment is mandated or permitted by any Applicable Laws.
Appears in 2 contracts
Sources: Merger Agreement (Alaris Medical Systems Inc), Merger Agreement (Cardinal Health Inc)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of such Company “Permits”), (v) no such Company Permit shall cease except where the failure to hold or to comply with, or the suspension or cancellation of, or failure to be effective as a result of the Transactions, (vi) no suspension valid or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and be in full force and effecteffect of, except, in case of each any of the clauses (i) to (vii) abovePermits, as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting Neither the generality of Company nor any Company Subsidiary is or, since December 31, 2015 has been, in conflict with, default under or violation of, any Law applicable to the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained Company or made in respect of any Company Subsidiary or by which any property or asset of the Company incorporated in the PRC with respect to its capital structure and operations as it or any Company Subsidiary is now being conductedbound or affected, including but not limited to registrations with the Ministry of Commerceexcept for any conflicts, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than defaults or violations as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized reasonably be expected to have, individually or in the PRC has compliedaggregate, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse EffectSince December 31, 2015, none of the Company, any of its the Company Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge Representative of the Company, Company or any agentof the Company Subsidiaries, or any other person Person acting for or on behalf of the Company or any Subsidiary of the Company Subsidiaries (eachincluding consultants, a “Company Affiliate”) has (i) made any bribedistributors, influence payment, kickback, payoff, or resellers and any other type of payment that would be unlawful under any applicable Law, (iibusiness intermediaries) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of valuehas, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed which would cause them to take any action that, directly or indirectly, would otherwise constitute a be in material violation by such persons of: (i) the principles set out in the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (ii) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder; (iii) the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; (iv) Title 5 of the Israeli Penalty Law (Bribery Transactions) and the rules Israeli Prohibition on Money Laundering Law, 2000; and regulations promulgated thereunder(v) any other applicable anticorruption and/or anti-bribery laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any Governmental Authority of any jurisdiction applicable to the Company or the Company Subsidiaries (whether by virtue of jurisdiction or organization or conduct of business) (collectively, the “Applicable Anticorruption Laws”).
(c) Since December 31, 2015, none of the Company, any of the Company Subsidiaries or any Representatives of the Company or any of the Company Subsidiaries, or any other applicable anti-bribery Person acting on behalf of the Company or anti-corruption lawany of the Company Subsidiaries (including consultants, or (iv) taking distributors, resellers, and any action or failed to take any action thatother business intermediaries), has, directly or indirectly, would constitute an offer offered, paid, promised to pay, or authorized a promise payment, of any money or other thing of value (including any fee, gift, sample, commission payment, discount, travel expense, or entertainment) to pay any of the following persons for the purpose of influencing any act or decision of such person in his official capacity, inducing such person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such person to use his influence with a Governmental Authority or instrumentality thereof to affect or to influence any act or decision of such Governmental Authority or instrumentality, in order to assist the Company or a payment Company Subsidiary in obtaining or retaining business for or with, or directing the business to, any Person: (i) any person who is an agent, representative, official, officer, director, or employee of any Governmental Authority or any department, agency, or instrumentality thereof (including officers, directors, and employees of state-owned, operated or controlled entities) or of a public international organization; (ii) any person acting in an official capacity for or on behalf of any such Governmental Authority, department, agency, instrumentality, or public international organization; (iii) any political party or official thereof; (iv) any candidate for political or political party office (such recipients in paragraphs (i), (ii), (iii) and (iv) of this subsection (c) collectively, “Government Officials”); or (v) any other individual or entity while knowing or having reason to believe that all or any portion of such money or anything else thing of valuevalue would be offered, given, or an authorization of such offer, promise or paymentpromised, directly or indirectly, to any employeeGovernment Official.
(d) There are no current, agent pending, or, to the knowledge of the Company, threatened charges, proceedings, investigations, audits, or representative of another company or entity in the course of their business dealings with complaints against the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse EffectSubsidiaries or, to the knowledge of the Company’s Knowledge, each holder any Representative or beneficial owner affiliate of Shares and/or the Company Options who is a PRC resident and subject to or any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches Subsidiaries with respect to any actual Applicable Anticorruption Laws.
(e) The Company and each of the Company Subsidiaries are, and have at all times since December 31, 2015, been in compliance in all material respects with applicable United States, Israeli and foreign export control Laws and regulations, including: (i) the United States Export Administration Act and implementing Export Administration Regulations; (ii) the Arms Export Control Act and implementing International Traffic in Arms Regulations; (iii) the various economic sanctions Laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department; (iv) the Israel Defense Export Control Law – 2007 and regulations promulgated thereunder; and (v) the Israel Control of Products and Services Declaration (Engagement in Encryption), 1974, as amended. Without limiting the foregoing, to the knowledge of the Company, there are no pending or alleged non-compliance threatened claims or investigations by any Governmental Authority of potential violations against the Company or any of the Company Subsidiaries with respect to export activity or export licenses, that would reasonably be expected to be material to the SAFE Rules Company and Regulationsthe Company Subsidiaries, taken as a whole.
(f) Notwithstanding anything contained in this Section 3.6, no representation or warranty will be deemed to be made in this Section 3.6 in respect of environmental, Tax, employee benefits, intellectual property or labor matters.
Appears in 2 contracts
Sources: Merger Agreement (Mellanox Technologies, Ltd.), Merger Agreement (Nvidia Corp)
Permits; Compliance. a. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, “Permits”), and there is no Action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
b. Since December 31, 2006, no event has occurred or, to the knowledge of the Company, circumstance exists that (with or without notice or lapse of time): (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted would reasonably be expected to constitute or result in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received a violation by the Company or any of its Subsidiaries with respect to any non-compliance with applicable LawsSubsidiaries, (ii) or a failure on the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each part of the Company and or its Subsidiaries is in possession of all material Company Permits necessary for to comply with, any Legal Requirement; or (b) would reasonably be expected to give rise to any obligation on the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each part of the Company and or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement, except in either case that would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice or other communication from any regulatory authority or any other person, nor does the Company have any knowledge regarding: (x) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (y) any actual, alleged, possible or potential obligation on the part of the Company or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement, except in either case that would not reasonably be expected to have a Material Adverse Effect.
c. The Company is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result provisions of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1977, as amended, 2002 and the rules and regulations promulgated thereunder, or any other thereunder that are applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer it and has taken reasonable steps such that the Company expects to pay, be in a promise position to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings comply with the Company or any requirements of its Subsidiaries, in order to unlawfully induce Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder at such person to act against the interest of his or her employer or principal.
(c) Except time as would not have a Company Material Adverse Effect, Section 404 becomes applicable to the Company’s Knowledge.
d. The Company is, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject has reason to any believe that for the foreseeable future it will continue to be, in compliance with all applicable rules of the registration OTC Bulletin Board. The Company has not received notice from the OTC Bulletin Board that the Company is not in compliance with the rules or reporting requirements thereof. The issuance and sale of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE the Shares under this Agreement does not contravene the rules and regulations (collectivelyof the OTC Bulletin Board, and no approval of the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither stockholders of the Company nor, is required for the Company to issue the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsShares as contemplated by this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Tower Tech Holdings Inc.), Securities Purchase Agreement (Tontine Capital Partners L P)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries Acquired Companies is in possession of all material Company Permits franchises, authorizations, licenses, permits, certificates, variances, exemptions, approvals, Orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the lawful conduct of Acquired Companies to own, lease and operate its business properties and the ownership, use, occupancy and operation of its assets and properties, (iv) each of including the Company Real Property), and to carry on and operate its Subsidiaries is in compliance in businesses as currently conducted (including giving effect to the Company Management Agreement Documents and Company Franchise Agreement Documents) (the “Company Permits”), and all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and Permits are in full force and effect, exceptin each case except where the failure to have, or the failure to be in case of each of full force and effect of, any Company Permits would not, individually or in the clauses (i) aggregate, reasonably be expected to (vii) above, as would not have a Company Material Adverse Effect. Without limiting No suspension or cancellation of any Company Permits is pending or, to the generality Knowledge of the foregoingCompany, all material permitsthreatened in writing and no such suspension or cancellation will result from the Transactions, licensesexcept as would not, approvals, filings and registrations and other requisite formalities with Governmental Authorities individually or in the PRC that are required aggregate, reasonably be expected to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Each of the Acquired Companies is in compliance with all Laws applicable to its businesses, except where the failure to comply with such Laws would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation by any Governmental Entity with respect to the Company or any of the Acquired Companies is pending, except for such investigations the outcomes of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. None of the Acquired Companies has, during the one-year period prior to the date hereof: (i) received any written notice from any Governmental Entity regarding any material violation by the Acquired Companies of any Law; or (ii) provided any written notice to any Governmental Entity regarding any material violation by any of the Acquired Companies of any Law, which notice in either case remains outstanding or unresolved as of the date hereof, except for such notices that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No representation or warranty is made in this Section 3.9(b) with respect to environmental matters.
(c) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of neither the Company, any of its Subsidiaries or any of their respective directors, officers or employees orAcquired Companies nor, to the Knowledge Company’s Knowledge, any trustee, director, officer or employee of any of the CompanyAcquired Companies in their capacity as such, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made knowingly used any bribecorporate funds for any unlawful contribution, influence paymentgift, kickback, payoff, entertainment or any other type of payment that would be unlawful under any applicable Lawexpense relating to political activity, (ii) offered, paid, promised to pay, unlawfully offered or authorized any unlawful payment or transfer of money or anything else of valueprovided, directly or indirectly, anything of value to (or received anything of value from) any officer, foreign or domestic government employee or official or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof)Person, or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action thataction, directly or indirectly, that would otherwise constitute a violation in any material respect by such persons Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunderthereunder (the “FCPA”), including making use of the mails or any other applicable anti-bribery means or anti-corruption lawinstrumentality of interstate commerce corruptly in furtherance of an offer, or (iv) taking any action or failed to take any action thatpayment, directly or indirectly, would constitute an offer to pay, a promise to pay or a authorization of the payment of money or anything else of valueany money, or an other property, gift, promise to give, or authorization of such offer, promise or payment, directly or indirectly, the giving of anything of value to any employee, agent or representative of another company or entity “foreign official” (as such term is defined in the course of their business dealings with the Company FCPA) or any of its Subsidiariesforeign political party or official thereof or any candidate for foreign political office, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any contravention of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsFCPA.
Appears in 2 contracts
Sources: Merger Agreement (Pebblebrook Hotel Trust), Merger Agreement (LaSalle Hotel Properties)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such each Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of each such entity to own, lease and operate its properties or to carry on its business and as it is now being conducted (the ownership“Company Permits”), useexcept where the failure to have, occupancy and operation of its assets and propertiesor the suspension or cancellation of, (iv) each any of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as Permits would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained No suspension or made in respect cancellation of any Subsidiary of the Company incorporated in Permits is pending or, to the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws knowledge of the PRCCompany, other than as threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. Each Subsidiary of the Company that and each Subsidiary is organized in compliance with, and since January 1, 2002 has been or has taken any necessary steps to become in compliance with, (a) except as set forth in Section 3.06 of the PRC has compliedCompany Disclosure Schedule, in all material respectsany Law applicable to such entity or by which any property or asset of such entity is bound or affected (including, without limitation, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)), and (b) any Contract or Company Permit to which such entity is a party or by which such entity or any property or asset of such entity is bound, except, with all applicable Laws of the PRC regarding the contribution respect to clauses (a) and payment of its registered capital(b), other than as for any such conflicts, defaults, breaches or violations that would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect. To the extent that any correctional, none of the Companyrehabilitative, any of its Subsidiaries educational, detention or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary similar facility (each, a “Company AffiliateFacility”) has (i) made any bribe, influence payment, kickback, payoff, operated or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised otherwise managed by the Company is required to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity comply with the requirements for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation accreditation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules standards of, the American Correctional Association and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment the Joint Commission on the Accreditation of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations Health Organizations (collectively, the “SAFE Rules and RegulationsAccreditation Requirements”), such Facility, is, and has compliedbeen, in compliance with, and has taken any necessary steps to become in compliance with, the Accreditation Requirements and all material respectsnotices, reports, documents and other information required to be filed under any Accreditation Requirements were properly filed and were in compliance with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsAccreditation Requirements.
Appears in 2 contracts
Sources: Merger Agreement (Geo Group Inc), Merger Agreement (Correctional Services Corp)
Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each Each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for to own, lease and operate its properties and to carry on its business as it is now being conducted, including Permits required under Environmental Laws (the lawful conduct “Environmental Permits”), except where failure to be in possession of such Permits would not reasonably be expected to have a Material Adverse Effect. The Company and each of its business Subsidiaries are, and the ownershiphave been, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms and conditions of such Company Permits, (v) no such Company Permit shall cease except where failure to so comply would not reasonably be effective as expected to have a result of the Transactions, (vi) Material Adverse Effect and no suspension or cancellations cancellation of any such Company Permit is pending or, to the Company’s Knowledgeknowledge, threatened and threatened.
(viib) each such Neither the Company Permit nor any of its Subsidiaries is valid and in full force and effectconflict with, exceptor in default, in case of each of the clauses breach or violation of, (i) its certificate of incorporation or bylaws or equivalent organizational documents, (ii) any Law, or (iii) any contract to (vii) above, as would not have which the Company or any of its Subsidiaries is a party or by which the Company Material Adverse Effect. Without limiting the generality or any of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained its Subsidiaries or made in respect of any Subsidiary property or asset of the Company incorporated in the PRC or any of its Subsidiaries is bound, except with respect to its capital structure and operations as it is now being conductedclauses (ii) or (iii), including but not limited to registrations with the Ministry of Commercefor any such conflicts, State Administration for Industry and Commercedefaults, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as breaches or violations that would not be reasonably expected to have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(bc) Except as The execution and delivery of this Agreement by the Company do not, and the consummation of the Transactions will not, result in any breach or violation of or result in the termination or cancellation of any Environmental Permit or other material Permit except where the failure for such Permits to be in effect would not reasonably be expected to have a Company Material Adverse Effect.
(d) Neither the Company nor any of its Subsidiaries nor, none to the knowledge of the Company, any of its Subsidiaries or any of their respective officers, directors, officers agents, Company Employees or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of valueits Subsidiaries have, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed which would cause them to take any action that, directly or indirectly, would otherwise constitute a be in violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable rules or regulations thereunder or any similar anti-corruption or anti-bribery or anti-corruption law, or (iv) taking any action or failed laws applicable to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, Subsidiaries in order to unlawfully induce such person to act against any jurisdiction other than the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations United States (collectively, the “SAFE Rules and RegulationsCompany FCPA”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company noror, to the knowledge of the Company’s Knowledge, used any such holder corporate funds for unlawful contributions, gifts, entertainment or beneficial owner has received other unlawful expenses relating to political activity, made, offered or authorized any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect unlawful payment to any actual or alleged non-United States or United States government officials or employees, whether directly or indirectly, or made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly. The Company has established reasonable internal controls and procedures intended to ensure compliance with the SAFE Rules and RegulationsCompany FCPA.
Appears in 2 contracts
Sources: Merger Agreement (Sl Industries Inc), Merger Agreement (Handy & Harman Ltd.)
Permits; Compliance. (a) (i) The business Except as set forth in Section 4.06 of the Disclosure Schedule, each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of such Company "Permits"), (v) no such Company Permit shall cease except where the failure to be effective as a result have, or the suspension or cancellation of, any of the TransactionsPermits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, (vi) have a Material Adverse Effect. Except as set forth in Section 4.06 of the Disclosure Schedule, as of the date hereof, no suspension or cancellations cancellation of any such Company Permit of the Permits is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each knowledge of the clauses (i) Company, threatened, except where the failure to (vii) abovehave, as or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Company Material Adverse Effect. Without limiting the generality Except as set forth in Section 4.06 of the foregoingDisclosure Schedule, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in neither the PRC that are required to be obtained or made in respect of Company nor any Subsidiary of is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers Subsidiary or employees or, to the Knowledge of the Company, by which any agent, property or any other person acting for or on behalf asset of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, is bound or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantageaffected, or (4b) unlawfully inducing such Government Official any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as obligations under this Agreement and would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Ericsson MPD Acquisition Corp), Merger Agreement (Microwave Power Devices Inc)
Permits; Compliance. To the Knowledge of the Company, the Company and each Company Subsidiary is, and has been at all times, in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, and orders of any Governmental Authority necessary and required for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and the Company Subsidiaries, taken as a whole. No suspension, revocation, cancellation or termination of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) (i) The business of each to the Knowledge of the Company and its Subsidiaries isCompany, and since April 1, 2010, has been, conducted in compliance in all material respects with all any Laws applicable to the Company or such any Company Subsidiary or by which any property, property or asset or right of the Company or such any Company Subsidiary is bound and no notice or communication has been received by affected, except where the default, breach or violation would not be material to the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) and the Company is in material compliance with Subsidiaries, taken as a whole, or (b) any Company Material Contracts or Company Permits, except where the applicable listingdefault, corporate governance and other rules and regulations of NASDAQ, (iii) each breach or violation of the Company and its Subsidiaries is in possession of all material Material Contracts or Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Pyxis Oncology, Inc.), Merger Agreement (Apexigen, Inc.)
Permits; Compliance. (a) (i) The business of Since January 1, 2018, each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which Subsidiaries holds and has held and is and has been in possession of all franchises, grants, authorizations, licenses, permits (including imports and exports permits), quotas (cupos), registrations, good manufacturing practices certificates, easements, variances, exceptions, consents, concessions, certificates, approvals and orders of any property, asset or right Governmental Authority necessary and/or required pursuant to applicable Law for each of the Company or such Subsidiary is bound the Company Subsidiaries to own, lease and no notice operate its properties or communication to carry on its business as it has been received by and is now being conducted, as applicable (the “Company Permits”), except where failure to have such Company Permits would not be material to the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) and the Company is Subsidiaries, taken as a whole. Section 4.06(a) sets forth a complete and accurate list of all Company Permits material to the Company and the Company Subsidiaries taken as a whole that are currently in material compliance with the effect. All such Company Permits necessary and/or required pursuant to applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) Law for each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of properties or to carry on its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry are valid, updated as required by applicable Law and currently in-effect and no suspension or cancellation of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws any of the PRCCompany Permits is pending or, other than to the knowledge of the Company, threatened in writing, except as would not have be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company Material Adverse Effect. Each nor any Company Subsidiary is or has been, nor any event or circumstance has occurred that could reasonably be expected to result, in a conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company that or any Company Subsidiary is organized in the PRC has compliedbound or affected, or (ii) Company Permit, except, in all material respectseach case, with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalfor any such conflicts, other than as defaults, breaches or violations that would not have be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole.
(b) Except Since January 1, 2018, neither the Company nor any Company Subsidiary has received any inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other correspondence with or from any Governmental Authority alleging or asserting noncompliance with applicable Laws or any Company Permit except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, be material to the Knowledge of Company and the CompanyCompany Subsidiaries, any agent, or any other taken as a whole. The Company and each person acting for or on behalf of the Company or has been in compliance with all applicable Laws relating to the regulation applicable to the Company and each Company Subsidiary in any Subsidiary (eachcountry, a “including Privacy/Data Security Laws, health care, cannabis, environmental, corporate, customs, foreign exchange and foreign investment regulations and personal health information Laws, except where the failure to comply with such applicable Laws would not be material to the Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principaltaken as a whole.
(c) Except The execution and delivery of this Agreement by the Company and the consummation of the Transactions do not and will not result in any material breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give any Governmental Authority any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on, any Company Permit except as would not have a Company Material Adverse Effect, be material to the Company’s KnowledgeCompany and the Company Subsidiaries, each holder or beneficial owner taken as a whole.
(d) The Company and the Company Subsidiaries have timely filed the requests before the applicable Governmental Authority for the quotas (cupos) for fiscal year 2021 for cultivation, national use, production and/or export of Shares and/or Company Options who is a PRC resident cannabis and subject to any manufacture of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules cannabis products and regulations (collectively, the “SAFE Rules and Regulations”), has complied, all such requests have complied in all material respectsrespects with applicable Law except as would not be material to the Company and the Company Subsidiaries, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Companytaken as a whole. Except as would not have a Company Material Adverse Effect, neither be material to the Company norand the Company Subsidiaries, taken as a whole, no event has occurred, and no condition or circumstance exists, other than any event, condition or circumstance that arises from or relates to COVID-19 and COVID-19 Measures, that could reasonably be expected to materially impede or preclude the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders Company or any other forms Company Subsidiary from cultivating, using in Colombia, producing and/or exporting the quantity of official correspondence from SAFE cannabis and cannabis products assigned and/or conferred under any quota (▇▇▇▇) that is currently in effect for fiscal year 2020 or any of its local branches with respect quota (▇▇▇▇) to any actual or alleged non-compliance be granted for fiscal year 2021 in accordance with the SAFE Rules respective quota requests that have been filed by the Company and Regulationsthe Company Subsidiaries before the relevant Governmental Authorities.
Appears in 2 contracts
Sources: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
Permits; Compliance. (a) The Company and the Company Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (i"Permits") The that are material to the operation of the business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any propertySubsidiaries, asset or right taken as a whole, as they are operated on the date hereof (and, for purposes of Section 7.02(a), as they are operated as of the Company or such Subsidiary is bound and no notice or communication has been received by Closing Date) (collectively, the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such "Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no "). No suspension or cancellations cancellation of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, threatened, except with respect to Company Permits the suspension or cancellation of which would not, individually or in the aggregate, have a Company Material Adverse Effect. Since July 1, 1998, neither the Company nor any agentCompany Subsidiary has (i) been denied or failed to receive any Permit that it had sought that would, if currently possessed by the Company or a Company Subsidiary, be reasonably likely to be material to the operation of the business of the Company and the Company Subsidiaries, taken as a whole, as they are operated on the date hereof (and, for purposes of Section 7.02(a), as they are operated as of the Closing Date), or (ii) had any other person acting Permit suspended or canceled that would, if currently possessed by the Company or a Company Subsidiary, be reasonably likely to be material to the operation of the business of the Company and the Company Subsidiaries, taken as a whole, as they are operated on the date hereof (and, for purposes of Section 7.02(a), as they are operated as of the Closing Date).
(b) Except as would not, individually or on behalf in the aggregate, have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary is in conflict with, or has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of: (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, is bound or any other type of payment that would be unlawful under any applicable Law, affected; (ii) offeredany note, paidbond, promised mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his Company or her employer any Company Subsidiary is bound or principalaffected; or (iii) any Company Permit.
(c) Except as would not have a Company Material Adverse Effect, to since July 1, 1996, there have been no written notices, citations or decisions by any governmental or regulatory body that any product or service produced, provided, manufactured or marketed at any time by the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other Company Subsidiaries (the "Company Products and Services") is defective or fails to meet any applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with standards promulgated by any such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Companygovernmental or regulatory body. Except as would not have a Company Material Adverse Effect, neither the Company nor, and the Company Subsidiaries have complied in all material respects with the Laws applicable to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches Company and the Company Subsidiaries with respect to any actual or alleged non-compliance with the SAFE Rules Company Products and RegulationsServices.
Appears in 2 contracts
Sources: Merger Agreement (Covance Inc), Merger Agreement (Parexel International Corp)
Permits; Compliance. (a) (i) The business Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is now being conducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is, and since April 1, 2010, neither the Company nor any Company Subsidiary during the past three (3) years has been, conducted in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (ii) any Company Material Contract or material Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law. Notwithstanding the foregoing, for all Laws applicable to purposes of the Agreement, the Company does not make any representation or such Subsidiary warranty (pursuant to this Section 4.6 or by which any property, asset or right elsewhere in the Agreement) regarding the effect of the Company applicable antitrust, merger control, competition, or such Subsidiary is bound and no notice fair trade laws on its ability to execute, deliver, or communication has been received by perform its obligations under the Company Agreement or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) consummate the Company is transactions described in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective this Agreement as a result of the Transactionsenactment, (vi) no suspension promulgation, application, or cancellations of threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any such Company Permit is pending orantitrust, to the Company’s Knowledgemerger control, threatened and (vii) each such Company Permit is valid and in full force and effectcompetition, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC fair trade law with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws consummation of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized transactions described in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectAgreement.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Peregrine Semiconductor Corp), Merger Agreement (Peregrine Semiconductor Corp)
Permits; Compliance. (a) The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the Company to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits does not constitute a Company Material Adverse Effect. To the Company’s knowledge, no suspension or cancellation of any of the Company Permits is pending or threatened in writing.
(b) Except (i) The business with respect to compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section 4.16) and compliance with Laws related to Taxes (which are the subject of each of Section 4.15), and (ii) where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be expected to constitute a Company Material Adverse Effect, the Company and its Subsidiaries is, and since April January 1, 20102020 has been, in compliance with all applicable Laws and Privacy/Data Security Laws.
(c) The Company is, and since inception, has been, conducted in compliance with the terms of any note, bond, mortgage, indenture, or guarantee evidencing any Company Debt.
(d) Since inception, and except where the failure to be, or to have been, in all material respects compliance with all such Laws applicable would not, individually or in the aggregate, reasonably be expected to constitute a Company Material Adverse Effect, (i) there has been no action taken by the Company or, to the knowledge of the Company, any officer, director, manager, employee, agent or representative of any the Company or such Subsidiary or by which any property, asset or right acting on behalf of the Company in violation of any applicable Anti-Corruption Law or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable LawsInternational Trade Law, (ii) the Company is in material compliance with has not been convicted of violating any Anti-Corruption Laws or International Trade Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws or International Trade Laws, nor, to the applicable listingknowledge of the Company, corporate governance and other rules and regulations of NASDAQhas any investigation been threatened or pending, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownershiphas not conducted or initiated any internal investigation or made a voluntary, usedirected, occupancy and operation of its assets and propertiesor involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law or International Trade Law, (iv) each of the Company has not received any written notice, inquiry or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law or International Trade Law, nor has any such notice, inquiry or citation been threatened or is pending and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such the Company Permit shall cease has instituted and maintained policies and procedures reasonably designed to be effective as a result of the Transactionsensure compliance with Anti-Corruption Laws and International Trade Laws. No officer, (vi) no suspension or cancellations of any such Company Permit is pending director, manager or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none knowledge of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative member of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any foreign official within the meaning of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsFCPA.
Appears in 2 contracts
Sources: Merger Agreement (Parsec Capital Acquisitions Corp.), Merger Agreement (Alset Capital Acquisition Corp.)
Permits; Compliance. (a) (i) The business Except as set forth in Section 4.06 of the Company Disclosure Schedule, each of the Company and its the Company Subsidiaries is, (i) is and since April 1, 2010, has been, conducted been in compliance in all material respects with any and all Laws applicable to the Company and the Company Subsidiaries or such Subsidiary its business, properties or by assets, except for failures to comply or violations which any propertywould not be materially adverse to the Company and the Company Subsidiaries, asset taken as a whole, or right reasonably expected to materially interfere with the Transactions (including the Mergers), and (ii) is in possession of all permits necessary for the Company or such Subsidiary Company Subsidiary, as applicable to own, lease and operate its properties (including the Leased Real Properties) or carry on its business as it is bound now being conducted (the “Company Permits”), except where the failure to have such Company Permit would not be materially adverse to the Company and the Company Subsidiaries, taken as a whole, and no notice suspension or communication cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Since January 1, 2020, (x) neither the Company nor any Company Subsidiary has been sanctioned, fined or penalized for any violation of or failure to comply with any applicable Law, (y) neither the Company nor any Company Subsidiary is, or has been, in conflict with, or in default, breach or violation of, any Company Permit and (z) neither the Company nor any Company Subsidiary has received inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other correspondence with or from any Governmental Authority alleging or asserting non-compliance with applicable Laws or any Company Permit by the Company or any of its Subsidiaries the Company Subsidiaries, except, with respect to any non-compliance with applicable Lawsclauses (x), (iiy) the Company is in material compliance with the applicable listingand (z), corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending orconflicts, to the Company’s Knowledgedefaults, threatened and (vii) each such Company Permit is valid and in full force and effectbreaches or violations that would not, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities individually or in the PRC that are required aggregate, reasonably be expected to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Permits; Compliance. (a) Except as would not individually or in the aggregate, (x) have a Material Adverse Effect or (y) prevent or materially delay the performance of this Agreement by the Company, the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, takeoff and landing authorizations (including "slots" at United States airports), clearances and orders of any governmental entity necessary for the Company or such Subsidiary to operate scheduled domestic air transportation, to own, lease and operate its properties and to carry on its respective businesses substantially in the manner described in the Company 10-Ks and as it is now being conducted (the "Company Permits").
(b) All of the Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in the aggregate, (a) have a Material Adverse Effect nor (b) prevent or materially delay the performance of this Agreement by the Company. As of the date hereof, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in the aggregate, (x) have a Material Adverse Effect nor (y) prevent or materially delay the performance of this Agreement by the Company.
(c) Neither the Company nor any of its Subsidiaries is in default or violation of, (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws any law applicable to the Company or such Subsidiary any of its Subsidiaries or by which any property, asset or right operation of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, is bound or affected or (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such any Company Permits, (v) no except for any such Company Permit shall cease to be effective as a result of defaults or violations that would neither, individually or in the Transactionsaggregate, (vix) no suspension have a Material Adverse Effect nor (y) prevent or cancellations materially delay the performance of any such Company Permit is pending or, to this Agreement by the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Asa Holdings Inc), Merger Agreement (Delta Air Lines Inc /De/)
Permits; Compliance. (a) Each of the Company and the Subsidiaries of the Company is in possession of all registrations, franchises, grants, authorizations (including marketing authorizations), licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries of the Company to manufacture, market, sell, or distribute the Company Products (as defined in Section 4.06(b), other than products under development) or to own, lease and operate its properties or to carry on its business as it is now being conducted (the "PERMITS"). As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Subsidiary of the Company is in conflict with, or in default, breach or violation of, (i) The business any Law applicable to the Company or any Subsidiary of each the Company or by which any property or asset of the Company or any Subsidiary of the Company is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or any property or asset of the Company or any Subsidiary of the Company is bound, except for any such conflicts, defaults, breaches or violations that would not have a Material Adverse Effect.
(i) With respect to the products of the Company and its Subsidiaries isand, to the extent applicable, products under development (collectively, the "COMPANY PRODUCTS") (A) the Company or any of its Subsidiaries has obtained, unless otherwise exempt, all necessary and since April 1applicable approvals, 2010clearances, authorizations, licenses and registrations required by United States or foreign governments or government agencies, to permit the design, development, pre-clinical and clinical testing, manufacture, labeling, sale, distribution and promotion of the Company Products in jurisdictions where the Company currently conducts such activities (the "ACTIVITIES TO DATE") with respect to each Company Product, as appropriate for the current stage of development or commercialization of each such Company Product (collectively, the "COMPANY LICENSES"); (B) the Company and each of its Subsidiaries are in compliance in all material respects with all terms and conditions of each Company License and with all applicable Law pertaining to the Activities to Date with respect to each Company Product which is not required to be the subject of a Company License; (C) the Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws regarding registration, license, certification for each site at which a Company Product is manufactured, labeled, sold, or distributed; and (D) to the extent any Company Product has beenbeen exported from the United States, the Company has exported such Company Product in compliance in all material respects with applicable Law; (ii) all manufacturing operations performed by or on behalf of the Company have been and are being conducted in all material respects in compliance with the U.S. Food and Drug Administration's (the "FDA") Quality Systems regulations (21 CFR Part 820) and, to the extent applicable to the Company, counterpart regulations in the European Union and all other countries where compliance is required; (iii) all non-clinical laboratory studies of Company Products under development, sponsored by the Company and intended to be used to support regulatory clearance or approval, have been and are being conducted in compliance in all material respects with all Laws the FDA's good Laboratory Practice for Non-Clinical Studies regulations (21 CFR Part 58) in the United States and, to the extent applicable to the Company or such Subsidiary or by which any propertyCompany, asset or right of counterpart regulations in the European Union and all other countries; and (iv) the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any each of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is are in compliance in all material respects with the terms of such all applicable reporting requirements -19- for all Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension Licenses or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and plant registrations described in full force and effect, except, in case of each of the clauses clause (i) to (vii) above, as would including, but not have a Company Material Adverse Effect. Without limiting limited to, applicable adverse event reporting requirements in the generality United States and outside of the foregoingUnited States under applicable Law.
(c) To the knowledge of the Company, no filing or submission to the FDA or any other Governmental Authority with regard to the Company Products that is the basis for any approval or clearance contains any material omission or materially false information.
(d) The Company is in material compliance with all material permitsFDA and non-United States equivalent agencies and similar state and local Governmental Agency Laws applicable to the maintenance, licensescompilation and filing of reports, approvalsincluding medical device reports, filings with regard to the Company Products. Section 4.06(d) of the Disclosure Schedule sets forth a list of all applicable adverse event reports related to the Company Products, including any Medical Device Reports (as defined in 21 CFR 803). Set forth on Section 4.06(d) of the Disclosure Schedule are complaint review and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary analysis reports of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conductedthrough April 2002, including but not limited to registrations with the Ministry information regarding complaints by product and root cause analysis of Commerceclosed complaints, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, which reports are correct in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(be) Except as would The Company has not have a Company Material Adverse Effectreceived any written notice or other written communication from the FDA or any other Governmental Authority (i) contesting the pre-market clearance or approval of, none the uses of or the labeling and promotion of any of the Company Products or (ii) otherwise alleging any violation of any Laws by the Company.
(f) There have been no recalls, field notifications or seizures ordered or adverse regulatory actions taken (or to the knowledge of the Company threatened) by the FDA or any other Governmental Authority with respect to any of the Company Products, including any facilities where any such Company Products are produced, processed, packaged or stored and neither the Company nor any of its Subsidiaries has within the last three years, either voluntarily or any of their respective directors, officers or employees or, to at the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision request of any Governmental Authority, initiated or participated in each case, in order to assist the Company, any a recall of its Subsidiaries or any Company Affiliate in obtaining Product or retaining business for or with, or in directing business to, provided post-sale warnings regarding any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalProduct.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Bei Medical Systems Co Inc /De/), Merger Agreement (Bei Medical Systems Co Inc /De/)
Permits; Compliance. a. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, “Permits”), and there is no Action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
b. Since December 31, 2005, no event has occurred or, to the knowledge of the Company, circumstance exists that (with or without notice or lapse of time): (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted would reasonably be expected to constitute or result in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received a violation by the Company or any of its Subsidiaries with respect to any non-compliance with applicable LawsSubsidiaries, (ii) or a failure on the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each part of the Company and or its Subsidiaries is in possession of all material Company Permits necessary for to comply with, any Legal Requirement; or (b) would reasonably be expected to give rise to any obligation on the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each part of the Company and or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement, except in either case that would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice or other communication from any regulatory authority or any other person, nor does the Company have any knowledge regarding: (x) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (y) any actual, alleged, possible or potential obligation on the part of the Company or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement, except in either case that would not reasonably be expected to have a Material Adverse Effect.
c. The Company is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result provisions of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1977, as amended, 2002 and the rules and regulations promulgated thereunder, or any other thereunder that are applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer it and has taken reasonable steps such that the Company expects to pay, be in a promise position to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings comply with the Company or any requirements of its Subsidiaries, in order to unlawfully induce Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder at such person to act against the interest of his or her employer or principal.
(c) Except time as would not have a Company Material Adverse Effect, Section 404 becomes applicable to the Company’s Knowledge.
d. The Company is, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject has reason to any believe that for the foreseeable future it will continue to be, in compliance with all applicable rules of the registration OTC Bulletin Board. The Company has not received notice from the OTC Bulletin Board that the Company is not in compliance with the rules or reporting requirements thereof. The issuance and sale of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE the Shares under this Agreement does not contravene the rules and regulations (collectivelyof the OTC Bulletin Board, and no approval of the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither shareholders of the Company nor, is required for the Company to issue the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsShares as contemplated by this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Gendell Jeffrey L Et Al), Securities Purchase Agreement (Miscor Group, Ltd.)
Permits; Compliance. The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any United States Governmental Authority and, to the knowledge of the Company, any foreign Governmental Authority, necessary for the Company to own, lease and operate its properties or to carry on its business as it is now being conducted and substantially as described in the Company’s SEC Reports filed prior to the date hereof (athe “Permits”), and all such Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Permits would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement to which it is a party or (C) have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not in conflict with, or in default, breach or violation of, (i) The business any domestic United States Law or, to the knowledge of each the Company, any foreign Law, applicable to the Company or by which any property or asset of the Company is bound or affected, or (ii) any Permits, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement to which it is a party or (C) have a Material Adverse Effect. Since the enactment of SOX, the Company and each of its Subsidiaries is, officers and since April 1, 2010, has been, conducted directors have been and are in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (iiA) the Company is in material compliance with applicable provisions of SOX and the related rules and regulations promulgated thereunder and under the Exchange Act and (B) the applicable listing, listing and corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business Nasdaq and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectBSE.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)
Permits; Compliance. The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any United States Governmental Authority and, to the knowledge of the Company, any foreign Governmental Authority, necessary for the Company to own, lease and operate its properties or to carry on its business as it is now being conducted and substantially as described in the Company’s SEC Reports filed prior to the date hereof (athe “Permits”), and all such Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Permits would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Registration Rights Agreement to which it is a party or (C) have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not in conflict with, or in default, breach or violation of, (i) The business any domestic United States Law or, to the knowledge of each the Company, any foreign Law, applicable to the Company or by which any property or asset of the Company is bound or affected, or (ii) any Permits, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Material Adverse Effect. Since the enactment of SOX, the Company and each of its Subsidiaries is, officers and since April 1, 2010, has been, conducted directors have been and are in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (iiA) the Company is in material compliance with applicable provisions of SOX and the related rules and regulations promulgated thereunder and under the Exchange Act and (B) the applicable listing, listing and corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectNasdaq.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Norsk Hydro a S A)
Permits; Compliance. (a) (i) The business of each Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its Subsidiaries isproperties or to carry on their respective businesses substantially in the manner described in the Company SEC Filings (as defined herein) and as it is now being conducted (the "Company Permits"), and since April 1all such Company Permits are valid, 2010and in full force and effect, has beenexcept where the failure to have, conducted or the suspension or cancellation of, any of the Company Permits would neither, individually or in compliance the aggregate, (a) have a Company Material Adverse Effect nor (b) prevent or materially delay the performance of this Agreement by the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would neither, individually or in all material respects with all Laws the aggregate, (x) have a Company Material Adverse Effect nor (y) prevent or materially delay the performance of this Agreement by the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or such any Company Subsidiary or by which any property, asset or right operation of the Company or such any Company Subsidiary is bound and no notice or communication has been received by the Company affected or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such any Company Permits, (v) no except for any such Company Permit shall cease to be effective as a result of conflicts, defaults or violations that would neither, individually or in the Transactionsaggregate, (viA) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting Effect nor (B) prevent or materially delay the generality performance of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of this Agreement by the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Merger Agreement (James River Corp of Virginia), Merger Agreement (Fort Howard Corp)
Permits; Compliance. (a) (i) The business Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is now being conducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger and would not have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger and would not have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is, and neither the Company nor any Company Subsidiary since April February 1, 2010, 2007 has been, conducted in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (ii) any Company Material Contract or material Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger and would not have a Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has, since February 1, 2007, received any written notice from any Governmental Authority alleging that it is not in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectLaw.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Wind River Systems Inc), Merger Agreement (Intel Corp)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is now being conducted (the “Permits”) except where the failure to obtain such Permits would not, individually or in compliance in all material respects with the terms of such Company Permitsaggregate, (v) no such Company Permit shall cease to be effective as a result prevent or materially delay consummation of the TransactionsMerger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, (vi) or would not, individually or in the aggregate, have a Material Adverse Effect. As of the date of this Agreement, no suspension or cancellations cancellation of any such Company Permit material Permits is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none knowledge of the Company, threatened. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of its Subsidiaries any Law applicable to the Company or any of their respective directors, officers Subsidiary or employees or, to the Knowledge of the Company, by which any agent, property or any other person acting for or on behalf asset of the Company or any Subsidiary (eachis bound or affected, a “except where such conflict, default, breach or violation of any Law would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company Affiliate”) has (i) made any bribe, influence payment, kickback, payofffrom performing its obligations under this Agreement, or any other type of payment that would be unlawful under any applicable Lawnot, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, individually or in directing business tothe aggregate, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, . Neither the Company nor any Subsidiary holds or is required to the Company’s Knowledge, each holder hold any security clearance issued by a Governmental Authority or beneficial owner of Shares and/or Company Options who is required to be a PRC resident and subject party to any special security arrangement with a Governmental Authority to conduct any portion of its business, except where such failure to hold any security clearance or be a party to any special security arrangement would not, individually or in the aggregate, prevent or materially delay consummation of the registration Merger or reporting requirements of SAFE Circular 75otherwise prevent or materially delay the Company from performing its obligations under this Agreement, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectivelywould not, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment individually or in the Company. Except as would not aggregate, have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Navteq Corp), Merger Agreement (Nokia Corp)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such each Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits licenses, interim licenses, qualifications, exemptions, registrations, permits, approvals, accreditations, certificates of occupancy and other certificates, franchises and other authorizations of any Governmental Authority necessary for the lawful conduct of each such entity to own, lease and operate its properties or to carry on its business and as it is now being conducted (the ownership“Company Permits”), useexcept where the failure to have, occupancy and operation of its assets and propertiesor the suspension or cancellation of, (iv) each any of the Company and its Subsidiaries is Permits would not, individually or in compliance in all material respects with the terms of such aggregate, reasonably be expected to have a Company Permits, (v) no such Company Permit shall cease to be effective as a result Material Adverse Effect. As of the Transactionsdate of this Agreement, (vi) no suspension or cancellations cancellation of any such of the Company Permit Permits is pending or, to the knowledge of the Company’s Knowledge, threatened and in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (viii) each any Law applicable to such entity or by which any property or asset of such entity is bound or affected, or (ii) any contract or Company Permit to which such entity is valid and in full force and effecta party or by which such entity or any property or asset of such entity is bound, except, in case of each of the with respect to clauses (i) and (ii), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings (x) each Company Healthcare Facility is in compliance with the requirements of and registrations and other requisite formalities with Governmental Authorities conditions for participating in the PRC that are Government Programs such facility participates in as of the date of this Agreement and (y) all claims for payment or cost reports filed or required to be obtained filed by each Company Healthcare Facility under any Government Program or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, private payor program have been duly completed prepared and filed in accordance with all applicable Laws of the PRCLaws, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized except, in the PRC has compliedcase of clauses (x) and (y), for any such noncompliance that would not, individually or in all material respectsthe aggregate, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not reasonably be expected to have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Psychiatric Solutions Inc)
Permits; Compliance. (a) (i) Section 3.09 of the Company Disclosure Schedule contains a complete and accurate list of all Permits broken down by Company Project required for the operation of the Business. The business of each operations of the Company and its the Company Subsidiaries is, and since April 1, 2010, has been, have been conducted in compliance in all material respects with all applicable Laws applicable including Environmental Laws in each jurisdiction in which it or they carry on business or hold a Permit, except where the failure to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication so comply has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is not resulted in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting The Company and the generality Company Subsidiaries own, hold and possess and lawfully use in the operation of the foregoingBusiness and the ownership of their Assets, all material permits, licenses, approvals, filings Permits which are necessary for them to conduct the Business as presently conducted or for the lease of or ownership and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary use of the Company incorporated Assets in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has compliedcompliance, in all material respects, with all applicable Laws (including, without limitation, all Environmental Laws). Each Company Permit is valid, subsisting and in good standing and none of the PRC regarding Company or the contribution Company Subsidiaries is in default or material breach of any Company Permit and, to the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Company Permit. The Company and payment the Company Subsidiaries are not aware of its registered capitalany facts, other than as events or circumstances that can reasonably be anticipated would result in any Permit not have a Company Material Adverse Effectbeing issued by the appropriate Governmental Entity in the normal course.
(b) Except as would not have a Neither the Company Material Adverse Effectnor any of the Company Subsidiaries is in default, none in any material respect, with respect to any Law or Company Permit or has received written notice of any possible violation (or of any investigation, inspection, audit, or other proceeding by any Governmental Authority involving allegations of any violation) of any Law or Permit, and, to the knowledge of the Company, any of its Subsidiaries no investigation, inspection, audit or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for proceeding by any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision involving allegations of any Governmental Authority, in each case, in order to assist the Company, violation of any of its Subsidiaries Law or any Company Affiliate in obtaining Permit is threatened or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalcontemplated.
(c) Except as would not have a Company Material Adverse Effect, to To the knowledge of the Company’s Knowledge, each holder or beneficial owner of Shares and/or all Company Options who is a PRC resident Permits for the professional employees and subject to any agents of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules Company and regulations (collectively, the “SAFE Rules and Regulations”), has compliedCompany Subsidiaries are, in all material respects, with such reporting and/or registration requirements under in full force and effect and have been issued to and fully paid for by the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company norholder thereof and, to the knowledge of the Company’s Knowledge, no suspension or cancellation thereof has been threatened.
(d) No Company Permits will terminate or cease to be valid and in effect by reason of the Transactions or prior to December 31, 2010.
(e) Neither the Company nor any such holder or beneficial owner Company Subsidiary (i) have been denied or, has received any inquiriesreason to believe that it will not be able to obtain, notifications, orders or any other forms of official correspondence from SAFE or a Permit needed in order to complete a Project.
(f) Neither the Company nor any of its local branches with respect to the Company Subsidiaries have engaged in any actual activities which are prohibited, or alleged non-compliance with the SAFE Rules and Regulationsare cause for criminal penalties, under applicable Laws.
Appears in 1 contract
Sources: Arrangement Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Permits; Compliance. (a) (i) The business of each of the Company and its the Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is are in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business Company and the ownershipSubsidiaries to own, uselease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), occupancy and operation of its assets and properties, (iv) each except where the failure to have any of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Permits does not have, or would not be reasonably likely to have, a Company Permits, (v) no such Material Adverse Effect. All Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and Permits are in full force and effect, exceptexcept where the failure to be in full force and effect does not have, in case of each of the clauses (i) to (vii) above, as or would not have be reasonably likely to have, a Company Material Adverse Effect. Without limiting the generality of the foregoingNo suspension, all material permitsrevocation, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained termination or made in respect cancellation of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it Permits is now being conductedpending or threatened, including but except where such suspension, revocation, termination or cancellation does not limited to registrations with the Ministry of Commercehave, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as or would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has compliedbe reasonably likely to have, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except The Company has made all certifications and statements required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company’s filings pursuant to the Exchange Act. The Company has implemented and maintains disclosure controls and procedures (as would not defined in Rule 13a-15 under the Exchange Act) to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
(c) The Company has disclosed, based on its management’s most recent evaluation of the Company’s internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board and, to the extent required to be disclosed therein, in its reports under the Exchange Act (i) any identified significant deficiencies and material weaknesses (as such terms are defined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2) and (ii) any fraud known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company Material Adverse Effect, none has made available to Parent prior to the date hereof any such written disclosure.
(d) To the knowledge of the Company, the Company has not received any complaint, allegation, assertion or claim in writing regarding the accounting practices, procedures, methodologies or methods of the Company or its internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to continue to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act when next due.
(e) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has, within the past five years, committed any knowing or any willful violation of their respective directorsU.S. Laws governing international business activities, officers or employees orincluding export control laws, to the Knowledge of the Company, any agenttrade and economic sanctions, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and amended (the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment “Foreign Corrupt Practices Act”). To the knowledge of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or nor any of its local branches with respect to Subsidiaries is currently, or has been within the past five years, the target of any actual inquiry, investigation, settlement, plea agreement or enforcement action by a U.S. Governmental Authority involving an alleged non-compliance with or suspected violation of U.S. Laws governing international business activities, including export control laws, trade and economic sanctions, or the SAFE Rules and RegulationsForeign Corrupt Practices Act.
Appears in 1 contract
Sources: Merger Agreement (Sequa Corp /De/)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such each Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits licenses, interim licenses, qualifications, exemptions, registrations, permits, approvals, accreditations, certificates of occupancy and other certificates, franchises and other authorizations of any Governmental Authority necessary for the lawful conduct of each such entity to own, lease and operate its properties or to carry on its business and as it is now being conducted (the ownership“Company Permits”), useexcept where the failure to have, occupancy and operation of its assets and propertiesor the suspension or cancellation of, (iv) each any of the Company and its Subsidiaries is Permits would not, individually or in compliance in all material respects with the terms of such aggregate, reasonably be expected to have a Company Permits, (v) no such Company Permit shall cease to be effective as a result Material Adverse Effect. As of the Transactionsdate of this Agreement, (vi) no suspension or cancellations cancellation of any such of the Company Permit Permits is pending or, to the knowledge of the Company’s Knowledge, threatened and in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (viii) each any Law applicable to such entity or by which any property or asset of such entity is bound or affected, or (ii) any contract or Company Permit to which such entity is valid and in full force and effecta party or by which such entity or any property or asset of such entity is bound, except, in case of each of the with respect to clauses (i) and (ii), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings (x) each Company Healthcare Facility is in compliance with the requirements of and registrations and other requisite formalities with Governmental Authorities conditions for participating in the PRC that are Government Programs such facility participates in as of the date of this Agreement and (y) all claims for payment or cost reports filed or required to be obtained filed by each Company Healthcare Facility under any Government Program or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, private payor program have been duly completed prepared and filed in accordance with all applicable Laws Laws, except, in the case of clauses (x) and (y), for any such noncompliance that would not, individually or in the PRCaggregate, other than as would not reasonably be expected to have a Company Material Adverse Effect. Each Subsidiary Table of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.Contents
Appears in 1 contract
Permits; Compliance. (a) (iExcept as provided in Section 2.7(b), and except as may be specified in Section 2.7(a) The business of the Seller Disclosure Schedule, to Seller’s Knowledge each of the Company Seller and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any governmental authority necessary for the lawful conduct of Seller and the Company to own, lease and operate its properties or to carry on its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but except for those which the failure to possess would not limited individually or in the aggregate reasonably be expected to registrations with have a Material Adverse Effect on the Ministry of Commerce, State Administration for Industry and Commerce, Seller or the State Administration of Foreign Exchange Company (the “SAFECompany Permits”) and the State Administration of Taxationand, and their respective local counterparts, have been duly completed in accordance with applicable Laws as of the PRCdate hereof, other than no suspension or cancellation of any of the Company Permits is pending or, to Seller’s Knowledge, threatened, except such suspension or termination as would not reasonably be expected to have a Company Material Adverse EffectEffect on the Seller or the Company. Each Subsidiary Except as disclosed in Section 2.7(a) of the Seller Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect on the Seller or the Company, to Seller’s Knowledge the Company is not in material conflict with, or in default or material violation of, or, with the giving of notice or the passage of time, would be in material conflict with, or in default or material violation of, (i) any Law applicable to the Seller or the Company or by which any property or asset of the Seller or the Company is bound or affected, or (ii) any of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectPermits.
(b) Except Company is certified by a Governmental Authority as would not have a Company Material Adverse EffectWoman Owned Small Business as defined in Title 13, Chapter 1 of the Code of Federal Regulations, as may be amended from time to time (“WOSB”). However, to the best of Seller’s Knowledge, none of the CompanyGovernment Contracts includes a set-aside designation for WOSBs. Buyer acknowledges that, any of its Subsidiaries or any of their respective directorsfollowing the Closing, officers or employees orCompany will no longer be qualified as a certified WOSB. Company has, to through registration with the Knowledge federal System for Award Management, self-certified that it qualifies as a Small Business Concern (“SBC”), as defined in Title 13, Chapter 1 of the Code of Federal Regulations, as may be amended from time to time. A substantial portion of Company’s business and sales revenue (i.e., any agentin excess of fifty percent (50%)) results from Company’s SBC status. SBC status is based upon either revenue or number of employees, or any other person acting for or on behalf and varies by classification of products sold by the Company or any Subsidiary in accordance with the North American Industry Classification System (each, a “Company AffiliateNAICS”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or which may be updated from time to any candidate for political office (eachtime, a “Government Official”) for and is located at: h▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/default/files/files/Size Standards_Table.pdf. To the purpose best of (1) unlawfully influencing any act or decision Seller’s Knowledge, currently, the largest number of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, employees Company may have in order to assist retain SBC status for purposes of selling Company’s products under a Government Contract varies between 100 and 1,500 employees, depending on the specific product to be sold by Company, any . To the best of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the CompanySeller’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsSBC size or revenue limitations required for products sold prior to Closing under the Government Contracts. Seller makes no representation or warranty regarding Company’s continuing qualification or certification as an SBC after Closing for purposes of federal government contracting or otherwise, or the impact of any such continuing qualification or certification on revenues of Company or Buyer after Closing.
Appears in 1 contract
Permits; Compliance. (a) (i) The business Company and the Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority or pursuant to any Maritime Guideline necessary for each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of Subsidiary to own operate and use its Subsidiaries with respect Owned Vessels or to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of carry on its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conductedconducted (the “Permits”), including but not limited except where the failure to registrations with have any of the Ministry Permits would not, individually or in the aggregate, have a Material Adverse Effect and to the Knowledge of Commerce, State Administration for Industry and Commerce, the State Administration Company the owners of Foreign Exchange the Chartered Vessels are in possession of all Permits. Except as disclosed in Schedule 3.11: (“SAFE”i) the Company and the State Administration of TaxationSubsidiaries are in compliance with such Permits, and their respective local counterpartsexcept where the failure to be in compliance would not, individually or in the aggregate, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary ; (ii) as of the Company that is organized in the PRC has complieddate of this Agreement, in all material respects, with all applicable Laws no suspension or cancellation of any of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees Permits is pending or, to the Knowledge of the Company, threatened, except where the suspension or cancellation of any agentof the Permits would not, individually or in the aggregate, have a Material Adverse Effect; (iii) neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other person acting for instrument or on behalf obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset (including any Vessel) of the Company or any Subsidiary (eachis bound, a “Company Affiliate”) has (i) made except for any bribesuch conflicts, influence paymentdefaults, kickback, payoff, breaches or any other type of payment violations that would be unlawful under any applicable Lawnot, (ii) offeredindividually or in the aggregate, paidhave a Material Adverse Effect. Except as otherwise disclosed in Schedule 3.11, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, Company and the Subsidiaries are conducting and have conducted during the last three (3) unlawfully securing any improper advantageyears their respective businesses in compliance with all Laws, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute except where a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as thereof would not have result in a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Stock Purchase Agreement (International Shipping Enterprises, Inc.)
Permits; Compliance. (a) (i) The business of each 3.21.1 Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries Companies is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary for the lawful conduct of to own, lease and operate its properties and to carry on its business and as it is now being conducted (collectively, the ownership"Company Permits"), useexcept where the failure to be in possession of such Companies Permits would not, occupancy and operation of its assets and propertiesindividually or in the aggregate, (iv) each reasonably be expected to result in a Material Adverse Change with respect to the Companies taken as a whole or a material adverse effect on the ability of the Company parties to consummate the transactions contemplated hereby, and its Subsidiaries there is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is Action pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary knowledge of the Company incorporated and the Sellers, threatened regarding any of the Company Permits which, if successful, would result in the PRC a Material Adverse Change with respect to its capital structure and operations the Companies taken as it a whole or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby. None of the Companies is now being conductedin conflict with, including but not limited to registrations or in default (or would be in default with the Ministry giving of Commerce, State Administration for Industry and Commercenotice, the State Administration passage of Foreign Exchange (“SAFE”time, or both) and the State Administration of Taxationor violation of, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary any of the Company that is organized Permits, except for any such conflicts, defaults or violations which, individually or in the PRC has compliedaggregate, would not reasonably be expected to result in all material respects, a Material Adverse Change with all applicable Laws respect to the Companies taken as a whole.
3.21.2 Except as set forth in Section 3.21.2 of the PRC regarding the contribution and payment of its registered capital, other than Companies' Disclosure Schedule or as would not have not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
(b) Except Change with respect to the Companies taken as would not have a Company Material Adverse Effectwhole, none of the Company, any of its Subsidiaries Companies or any of their respective directors, officers or employees or, to (during the Knowledge term of such person's employment by any of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”Companies) has (i) made any bribe, influence payment, kickback, payoff, untrue statement of a material fact or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised fraudulent statement to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or failed to any candidate for political office (each, disclose a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official material fact required to do or omit be disclosed to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April January 1, 2010, 2012 has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no written notice or communication has been received by the Company or any of its Subsidiaries Subsidiary with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQthe NYSE, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (viivi) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as would not have a Company Material Adverse Effect, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than . Except as would not have a Company Material Adverse Effect. Each , each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully improperly influencing any act or decision of such Government Official in his official capacity, (2) unlawfully improperly inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, (i) to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, and (ii) neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries istaken as a whole. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries taken as a whole. The Company and all Company Subsidiaries are, and have been since April January 1, 20102015, in material compliance with all Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or any Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries taken as a whole. As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has been, conducted received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with all Laws applicable any Law, except where such non-compliance, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company or such Subsidiary or by which any property, asset or right of and the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective taken as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effectwhole.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Share Purchase Agreement (Synchronoss Technologies Inc)
Permits; Compliance. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) The the business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, is conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Lawsbound, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQNYSE, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, and (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, Laws or (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully improperly influencing any act or decision of such Government Official in his official capacity, (2) unlawfully improperly inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken . No investigation or review by any action or failed Governmental Authority with respect to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or its Subsidiaries is pending or threatened in writing, nor has any of its SubsidiariesGovernmental Authority indicated in writing an intention to conduct the same, in order to unlawfully induce except for (A) such person to act against the interest of his investigations or her employer or principal.
(c) Except as reviews that would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or (B) any investigation or review related to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsMerger.
Appears in 1 contract
Sources: Merger Agreement (SYSWIN Inc.)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, registrations, approvals and orders of any Governmental Authority, including the U.S. Food and Drug Administration (the “FDA”), necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of “Company Permits”), except where the failure to have such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as Permits would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained No suspension or made in respect cancellation of any Subsidiary of the Company incorporated in Permits is pending or, to the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws knowledge of the PRCCompany, other than as threatened in writing. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as or would not reasonably be expected to have a Company Material Adverse Effect.
(b) Except The business of the Company and its Subsidiaries, and each Company Product that is or has been developed, manufactured, tested, distributed or marketed by or on behalf of the Company or the Subsidiaries, is in compliance in all material respects with all applicable Laws, including (i) the federal Food, Drug, and Cosmetic Act, as amended (including the rules, guidances and regulations promulgated thereunder); (ii) the Public Health Service Act; (iii) the Clinical Laboratory Improvement Amendments of 1988; (iv) all Laws governing the detection, assessment, and understanding of adverse events (including pharmacovigilance and adverse event regulations and guidance of the FDA and the International Council for Harmonization); (v) all Laws governing patient informed consent; (vi) federal or state criminal or civil fraud and abuse Laws (including the federal Anti-Kickback Statute (42 U.S.C. §1320a-7(b)), ▇▇▇▇▇ Law (42 U.S.C. §1395nn), False Claims Act (42 U.S.C. §1320a-7b(a)), Privacy/Data Security Laws), and (vii) all comparable state Laws, including state licensing, disclosure and reporting Laws, and all regulations promulgated thereunder except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary has, none since the Formation Date, received any written notice of any pending or threatened Action against it alleging any failure to comply with any Law except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. All pre-clinical and clinical investigations conducted or sponsored by the Company, any of Company or its Subsidiaries or any of their respective directors, officers or employees or, and intended to the Knowledge of the Company, any agentbe referenced in, or any other person acting for submitted to a Governmental Authority to support, a regulatory approval or clearance are being conducted in compliance with all protocols, and applicable Laws except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. No clinical trial conducted by or on behalf of the Company or any Subsidiary (eachis currently on clinical hold as imposed by a Governmental Authority, a “and neither the Company Affiliate”) nor any Subsidiary has (i) made received any bribe, influence payment, kickback, payoff, notices or correspondence from the FDA or any other type Governmental Authority or any Institutional Review Board or comparable authority threatening to commence or requiring the termination, suspension or material modification of payment that any studies, tests, preclinical development or clinical trials conducted by or on behalf of the Company or a Company Subsidiary, except as would not have or would not reasonably be unlawful under expected to have a Company Material Adverse Effect.
(c) To the Company’s knowledge, no Governmental Authority has identified any applicable Lawfacts, (ii) offeredstudies, paidtests, promised to paydevelopment, trials, or authorized data resulting therefrom, which indicate that any unlawful payment Company product or transfer product candidate cannot be developed, investigated, tested, labeled, manufactured, stored distributed or marketed substantially in the manner presently performed by or on behalf of money the Company except as would not have or anything else of valuewould not reasonably be expected to have a Company Material Adverse Effect.
(d) Neither the Company, directly or indirectlyits Subsidiaries nor, to the Company’s knowledge, any officer, employee or agent of the Company has been convicted of any other crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar Law or authorized by 21 U.S.C. § 335a(b) or any similar Law. Neither the Company nor, to Company’s knowledge, any officer, employee or agent of the Company has been convicted of any crime or engaged in any conduct for which such person acting could be excluded from participating in an official capacity for the federal health care programs under Section 1128 of the Social Security Act of 1935, as amended, or any similar Law. The Company is not a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any Governmental Authority (including any political party except as would not have or official thereof)would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company, or its Subsidiaries, nor to any candidate for political office (each, a “Government Official”) for the purpose knowledge of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its officers, employees, contractors or agents, is the subject of any investigation by FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” policy as stated at 56 Fed. Reg. 46191 (September 10, 1991) (the “FDA Application Integrity Policy”) or by any other similar Governmental Authority pursuant to any similar policy. Neither the Company, its Subsidiaries nor, to the Company knowledge, any of its officers, employees, contractors, and agents has as (i) failed to disclose a material fact required to be disclosed to the FDA or any Company Affiliate in obtaining other Governmental Authority; (ii) made an untrue statement of a material fact or retaining business for fraudulent statement to the FDA or with, any other Governmental Authority; or in directing business to, any Person, (iii) taken committed any action act, made any statement or failed to take make any action that, directly statement that would reasonably be expected to provide a basis for FDA to invoke the FDA Application Integrity Policy or indirectly, would otherwise constitute for any similar Governmental Authority to invoke a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalsimilar policy.
(ce) Except Since the Formation Date, no Company product has been recalled, withdrawn or suspended (whether voluntarily or otherwise) or, to the knowledge of the Company, has been adulterated or misbranded except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. No Actions seeking the recall, withdrawal, suspension or seizure of any such product is pending or, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any knowledge of the registration or reporting requirements of SAFE Circular 75Company, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectivelythreatened, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except except as would not have or would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, registrations, approvals and orders of any Governmental Authority, including the U.S. Food and Drug Administration (the “FDA”), necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of “Company Permits”), except where the failure to have such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as Permits would not have or would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained No suspension or made in respect cancellation of any Subsidiary of the Company incorporated in Permits is pending or, to the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws knowledge of the PRCCompany, other than as threatened in writing. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as or would not reasonably be expected to have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none The business of the CompanyCompany and its Subsidiaries, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge and each Product of the Company, any agent, Company that is or any other person acting for has been developed or tested by or on behalf of the Company or any Subsidiary (eachthe Subsidiaries, a “Company Affiliate”) has is in compliance with all applicable Laws, including (i) made any bribethe federal Food, influence paymentDrug, kickbackand Cosmetic Act, payoffas amended (including the rules, or any other type of payment that would be unlawful under any applicable Law, guidance and regulations promulgated thereunder); (ii) offeredthe Public Health Service Act; (iii) the Clinical Laboratory Improvement Amendments of 1988; (iv) all Laws governing the detection, paidassessment, promised to pay, or authorized any unlawful payment or transfer and understanding of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority adverse events (including any political party pharmacovigilance and adverse event regulations and guidance of the FDA and the International Council for Harmonization); (v) all Laws governing patient informed consent; (vi) federal or official thereofstate criminal or civil fraud and abuse Laws (including the federal Anti-Kickback Statute (42 U.S.C. §1320a-7(b)), or to any candidate for political office ▇▇▇▇▇ Law (each42 U.S.C. §1395nn), a “Government Official”False Claims Act (42 U.S.C. §1320a-7b(a)), and Privacy/Data Security Laws), and (vii) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacityall comparable state Laws, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful dutyincluding state licensing, (3) unlawfully securing any improper advantagedisclosure and reporting Laws, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authorityand all regulations promulgated thereunder, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary has, since the Formation Date, received any written notice of any pending or threatened Action against it alleging any failure to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to comply with any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except Law except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. All preclinical studies conducted or sponsored by the Company or its Subsidiaries and intended to be referenced in, neither or submitted to a Governmental Authority to support, a Product regulatory approval or clearance are being conducted in compliance with all protocols, and applicable Laws except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary has received any notices or correspondence from the FDA or any other Governmental Authority or any Institutional Review Board or comparable authority threatening to commence or requiring the termination, suspension or material modification of any studies, tests or preclinical development conducted by or on behalf of the Company or a Company Subsidiary, except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.06(b) shall not apply to Tax matters.
(c) To the Company’s knowledge, no Governmental Authority has indicated to the Company that any Product cannot be developed, investigated, tested, labeled, manufactured, stored distributed or marketed substantially in the manner presently performed by or on behalf of the Company except as would not have or would not reasonably be expected to have a Company Material Adverse Effect.
(d) Neither the Company, its Subsidiaries nor, to the Company’s knowledge, any officer, employee or agent of the Company has been convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar Law or authorized by 21 U.S.C. § 335a(b) or any similar Law. Neither the Company nor, to the Company’s Knowledgeknowledge, any officer, employee or agent of the Company has been convicted of any crime or engaged in any conduct for which such holder person could be excluded from participating in the federal health care programs under Section 1128 of the Social Security Act of 1935, as amended, or beneficial owner any similar Law. The Company is not a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any Governmental Authority except as would not have or would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company, its Subsidiaries, nor to the knowledge of the Company, any of its officers, employees, contractors or agents, is the subject of any investigation by FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” policy as stated at 56 Fed. Reg. 46191 (September 10, 1991) (the “FDA Application Integrity Policy”) or by any other similar Governmental Authority pursuant to any similar policy. Neither the Company, its Subsidiaries nor, to the Company’s knowledge, any of its officers, employees, contractors, and agents has received any inquiries, notifications, orders as (i) failed to disclose a material fact required to be disclosed to the FDA or any other forms Governmental Authority; (ii) made an untrue statement of official correspondence from SAFE a material fact or fraudulent statement to the FDA or any of its local branches with respect other Governmental Authority; or (iii) committed any act, made any statement or failed to make any actual statement that would reasonably be expected to provide a basis for FDA to invoke the FDA Application Integrity Policy or alleged non-compliance with the SAFE Rules and Regulationsfor any similar Governmental Authority to invoke a similar policy.
Appears in 1 contract
Sources: Merger Agreement (Isleworth Healthcare Acquisition Corp.)
Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, is conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Lawsbound, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company all approvals of, and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with with, Governmental Authorities in the PRC that are required to be obtained made by the Company or made its Subsidiaries in respect of any Subsidiary of the Company incorporated in the PRC with respect to its and such Subsidiaries and their capital structure and operations as it is now being conductedoperations, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws PRC Laws, (v) each of the PRCCompany and its Subsidiaries is in compliance with the terms of such Company Permits, other than and (vi) no such Company Permit shall cease to be effective as a result of the Transactions, except, in each case, for such non-compliance, non-possession or failure to complete or remain effective as would not, have a Company Material Adverse Effect. Without limiting the foregoing, each of the Company and its Subsidiaries is in compliance with all applicable Laws relating to: (A) the privacy of users of (including Internet users who view or interact with) the Company Products and all of the Company’s and its Subsidiaries’ websites; and (B) the collection, use, storage, retention, disclosure, and disposal of any Personal Information collected by the Company or any of its Subsidiaries, or by Third Parties acting on the Company’s or any of its Subsidiaries’ behalf, except, in each case, for such non-compliance as would not have a Company Material Adverse Effect. Each Subsidiary None of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment or any of its registered capital, Subsidiaries has received any written notice or other than as would not have a Company Material Adverse Effectwritten communication of any material non-compliance with any applicable Laws.
(b) Except In the past three (3) years, except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge knowledge of the Company, any agent, agent or any other person acting for or on behalf of the Company or any Subsidiary of its Subsidiaries (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under violated any applicable Law, Anticorruption Law or (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or of, anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) Official for the purpose of (1A) unlawfully improperly influencing any act or decision of such Government Official in his official capacity, (2B) unlawfully improperly inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3C) unlawfully securing any improper advantage, or (4iv) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, Company or any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalperson.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Merger Agreement (China Mobile Games & Entertainment Group LTD)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, Permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary under Law applicable and necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect Subsidiaries to own, lease and operate its capital structure and operations properties or to carry on its business as it is now being conducted, including but not limited including, without limitation, each Litigation Funding Permit (the “Company Permits”), except where the failure to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange have such Company Permits (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as a Litigation Funding Permit) would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not reasonably be expected to have a Company Material Adverse Effect.
(b) Except No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Section 5.6(b) to the Company Disclosure Schedule sets forth a complete and correct list of each Company Permit, together with the name of the Governmental Authority issuing the same. Such Company Permits are valid and in full force and effect, and none of the Company Permits will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or any Additional Agreement. Neither the Company nor any Company Subsidiary is in material breach or violation of, or material default under, any Company Permit, and, to the Company’s knowledge, no basis (including the execution of this Agreement and the other Additional Agreements to which the Company is a party and the consummation of the transactions contemplated by this Agreement or any Additional Agreement) exists which, with notice or lapse of time or both, would reasonably constitute any such breach, violation or default or give any Governmental Authority grounds to suspend, revoke or terminate any such Company Permit. Neither the Company nor any Company Subsidiary has received any written (or, to the Company’s knowledge, oral) notice from any Governmental Authority regarding any violation of any Litigation Funding Permit or material violation of any other Company Permit. There has not been and there is not any pending or, to the Company’s knowledge, threatened Action, investigation or disciplinary proceeding by or from any Governmental Authority against the Company or any Company Subsidiary involving any Company Permit, and neither the Company nor any Company Subsidiary has received any written communications from any Governmental Authority notifying the Company or Company Subsidiary of a Permit the Company does not currently possess, or has not applied for, that is required in connection with the Company’s or a Company Subsidiary’s operation of its operate properties or carrying on its business.
(c) Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected including, without limitation, any Litigation Funding Law, or (ii) any Material Contract or Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that would not have or would not reasonably be expected to have a Company Material Adverse Effect.
(d) Neither the Company nor, none to the knowledge of the Company, any of its Subsidiaries Representative or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person Person acting for or on behalf of the Company or any Subsidiary (eachCompany Subsidiary, a “Company Affiliate”) is in violation in any material respect of, and, since the Reference Date, no such Person has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would failed to be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official compliance in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or all material respects with, all applicable Laws and orders, writs, judgments, injunctions, decrees, determinations or awards from Governmental Authorities. Since the Reference Date, no event has occurred or circumstance exists that (with or without notice or due to lapse of time) would reasonably constitute or result in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a material violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any Company Subsidiary of, or failure on the part of the Company or any Company Subsidiary to comply with, or any liability suffered or incurred by the Company or any Company Subsidiary in respect of any material violation of or material noncompliance with, any Laws or policies by any Governmental Authority that are or were applicable to it or the conduct or operation of its Subsidiaries, in order to unlawfully induce such person to act against business or the interest ownership or use of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulationsassets.
Appears in 1 contract
Sources: Business Combination Agreement (Alchemy Investments Acquisition Corp 1)
Permits; Compliance. (a) (i) The business Except as set forth in Section 4.06 of the Company Disclosure Schedule, each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound Subsidiaries (excluding Holdco and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (iiMerger Sub) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Company Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (including, without limitation, as applicable, all such permits, licenses, approvals, consents and other authorizations required by the Food and Drug Administration or any other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical or preclinical studies, pharmaceuticals, biologics, biohazardous substances or activities related to the business now operated by the Company and its Subsidiaries is in compliance in all material respects with Subsidiaries) (the terms of “Company Permits”), except where the failure to have such Company Permits, (v) no such Permits would not reasonably be expected to have a Company Permit shall cease to be effective as a result Material Adverse Effect. No suspension or cancellation of any of the Transactions, (vi) no suspension or cancellations of any such Company Permit Permits is pending or, to the knowledge of the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, writing. Except as set forth in case of each Section 4.06 of the clauses Company Disclosure Schedule, neither the Company nor any Company Subsidiary (iexcluding Holdco and Merger Sub) is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (viib) aboveany Company Permit, as except for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Company Material Adverse Effect. Without limiting Neither the generality Company nor any Company Subsidiary (excluding Holdco and Merger Sub) has received during the three (3) years preceding the date of the foregoingthis Agreement any written notices from any Governmental Authority alleging violation of any applicable Laws, all material permitsexcept for any violations which would not, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities individually or in the PRC that are required to be obtained or made aggregate, result in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Business Combination Agreement (Union Acquisition Corp. II)
Permits; Compliance. (a) (i) The business Except as set forth in Section 4.06 of the Company Disclosure Schedule, each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Subsidiary to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of such "Company Permits"), (v) no such Company Permit shall cease except where the failure to be effective as a result have, or the suspension or cancellation of, any of the TransactionsCompany Permits would not, (vi) no suspension individually or cancellations of any such Company Permit is pending orin the aggregate, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each prevent or materially delay consummation of the clauses (i) to (vii) aboveMerger or any of the other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, as would not individually or in the aggregate, have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC The Company has not received notice that are required to be obtained any suspension or made in respect cancellation of any Subsidiary of the Company incorporated Permits is pending and, to the knowledge of the Company, no such suspension or cancellation is threatened, except for such suspension or cancellation of Company Permits that would not, individually or in the PRC with respect to its capital structure and operations as it is now being conductedaggregate, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws prevent or materially delay consummation of the PRCMerger or any of the other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, other than as would not individually or in the aggregate, have a Company Material Adverse Effect. Each Subsidiary Except as set forth in Section 4.06 of the Company Disclosure Schedule, neither the Company nor the Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or the Subsidiary or by which any property or asset of the Company or the Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary or any property or asset of the Company or the Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that is organized would not, individually or in the PRC has compliedaggregate, in all material respects, with all applicable Laws prevent or materially delay consummation of the PRC regarding Merger or any of the contribution other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and payment of its registered capitalwould not, other than as would not individually or in the aggregate, have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none . None of the Company, any of its Subsidiaries the Subsidiary or any of their respective directors, officers officers, employees, independent contractors or employees oragents have engaged in any activities that would lead to any material penalties of any kind against Company or the Subsidiary under Sections 1128A, to the Knowledge 1128B or 1877 of the CompanySocial Security Act (42 U.S.C. ss.ss. 1320a-7a, any agent1320a-7b and 1395nn), the False Claims Act (31 U.▇.▇. ss. 3729 et seq.), the False Statements Act (18 U.S.C. ss. 1001), the Program Fraud Civil Penalties Act (31 U.S.C. ss. 3801 et seq.), the Food, Drug and Cosmetic Act (21 U.S.C. ss. 301 et. seq.) (all as amended or superseded), or any the anti-fraud and abuse provisions of the Health Insurance Portability and Accountability Act of 1996 (18 U.S.C. ss. 1347, 18 U.S.C. ss. 669, 18 U.S.C. ss. 1035, 18 U.S.C. ss. 1518) and the corresponding fraud and abuse, false claims and anti-self referral, manufacturing and marketing statutes and regulations in each state or other person acting for or on behalf of jurisdictions where the Company or any the Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting engaged in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principaloperations.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each 3.21.1 Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries Companies is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary for the lawful conduct of to own, lease and operate its properties and to carry on its business and as it is now being conducted (collectively, the ownership"Company Permits"), useexcept where the failure to be in possession of such Companies Permits would not, occupancy and operation of its assets and propertiesindividually or in the aggregate, (iv) each reasonably be expected to result in a Material Adverse Change with respect to the Companies taken as a whole or a material adverse effect on the ability of the Company parties to consummate the transactions contemplated hereby, and its Subsidiaries there is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is Action pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary knowledge of the Company incorporated and the Counsel Entities, threatened regarding any of the Company Permits which, if successful, would result in the PRC a Material Adverse Change with respect to its capital structure and operations the Companies taken as it a whole or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby. None of the Companies is now being conductedin conflict with, including but not limited to registrations or in default (or would be in default with the Ministry giving of Commerce, State Administration for Industry and Commercenotice, the State Administration passage of Foreign Exchange (“SAFE”time, or both) and the State Administration of Taxationor violation of, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary any of the Company that is organized Permits, except for any such conflicts, defaults or violations which, individually or in the PRC has compliedaggregate, would not reasonably be expected to result in all material respects, a Material Adverse Change with all applicable Laws respect to the Companies taken as a whole.
3.21.2 Except as set forth in Section 3.21.2 of the PRC regarding the contribution and payment of its registered capital, other than Companies' Disclosure Schedule or as would not have not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
(b) Except Change with respect to the Companies taken as would not have a Company Material Adverse Effectwhole, none of the Company, any of its Subsidiaries Companies or any of their respective directors, officers or employees or, to (during the Knowledge term of such person's employment by any of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”Companies) has (i) made any bribe, influence payment, kickback, payoff, untrue statement of a material fact or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised fraudulent statement to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or failed to any candidate for political office (each, disclose a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official material fact required to do or omit be disclosed to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (aExcept as set forth in Section 5.02(e) (i) The business of the Disclosure Letter, to the knowledge of the Company, each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted each Non-JPM JV is in possession of and in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders of any property, asset or right Governmental Authority necessary for each of the Company or such Subsidiary its Subsidiaries to own, lease and operate its properties or to carry on its business as it is bound and no notice now being conducted (the “Applicable Permits”), except where the failure to have, or communication has been received by the Company suspension or cancellation of, any of its Subsidiaries with respect the Applicable Permits, or the failure to any non-be in compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each any of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Applicable Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality No suspension or cancellation of any of the foregoingApplicable Permits is pending or, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in to the PRC that are required to be obtained or made in respect of any Subsidiary knowledge of the Company incorporated in Company, threatened, except where the PRC with respect failure to its capital structure and operations as it is now being conductedhave, including but not limited to registrations with or the Ministry of Commercesuspension or cancellation of, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws any of the PRC, other than as Applicable Permits would not have a Company Material Adverse Effect. Each Subsidiary To the knowledge of the Company, neither the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment nor any of its registered capitalSubsidiaries is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any of its Subsidiaries or by which any of their properties or assets is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Applicable Permit, franchise or other than as instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties or assets is bound, except for any such conflicts, defaults, breaches or violations that would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, certifications, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of such "Company Permits"), (v) no such Company Permit shall cease except where the failure to be effective as a result have, or the suspension or cancellation of, any of the Transactions, (vi) no suspension Company Permits would not prevent or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each materially delay consummation of the clauses (i) to (vii) above, as Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality As of the foregoingdate of this Agreement, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained no suspension or made in respect cancellation of any Subsidiary of the Company incorporated in Permits is pending or, to the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws knowledge of the PRCCompany, other than as would not have a threatened. Neither the Company Material Adverse Effect. Each nor any Subsidiary is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company that or any Subsidiary is organized in bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the PRC has complied, in all material respects, with all applicable Laws Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the PRC regarding the contribution and payment of its registered capitalCompany or any Subsidiary is bound, other than as except in either case for any such conflicts, defaults, breaches or violations that would not prevent or materially delay the consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect.
(b) None of the Company or any Subsidiary or any individual who is currently an executive officer, director or, to the knowledge of the Company, employee of the Company or any Subsidiary (i) has been convicted of, charged with or, to the knowledge of the Company, investigated for a Medicare, Medicaid or state health program-related offense, (ii) since January 1, 1999, has been convicted of, charged with or, to the knowledge of the Company, investigated for a violation of Law related to fraud, theft, embezzlement, financial misconduct or obstruction of an investigation, (iii) has been excluded or suspended from participation in Medicare, Medicaid or any federal or state health program, or (iv) since January 1, 1999, has been subject to any Order or any criminal or civil fine or penalty imposed by, any Governmental Authority with respect to any such Medicare, Medicaid or any other federal or state health care program.
(c) Except as disclosed in Section 5.06(c) of the Company Disclosure Schedule, since January 1, 1999, there have been no written notices, citations or decisions by any Governmental Authority that the Company or any Subsidiary fails to meet any applicable standards promulgated by such Governmental Authority for which a plan of correction has not been accepted, and the Company does not know of any such failure or facts upon which such a failure could be alleged except, in either case, as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 5.06(c) of the Company Disclosure Schedule, none of the Company or any Subsidiary has received any notice of any potential deficiency in or violation of any applicable Law or Order relating to the Company or any Subsidiary for which a plan of correction has not been accepted except as would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 5.06(c) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect, none since January 1, 1996, the Company and the Subsidiaries have complied in all material respects with all applicable Laws with respect to the services provided and business operated by the Company and the Subsidiaries.
(d) The Company has made available to Parent prior to the date of this Agreement true and complete copies of (i) all material surveys, reports, notices, inquiries, subpoenas and other correspondence related to any certification, licensure or other inspections, and summaries of all proficiency test results relating to the business of the CompanyCompany and the Subsidiaries for the period from January 1, any 1999 (or, in the case of its Subsidiaries a Subsidiary, from the date such entity became a Subsidiary) through the date hereof; (ii) all material written inquiries, notices, requests for records, subpoenas and correspondence received by the Company or any Subsidiary related to utilization, reimbursement or other audits or investigations relating to the business of their respective directorsthe Company and the Subsidiaries for the period from January 1, officers or employees 1999 (or, to in the Knowledge case of a Subsidiary, from the Company, any agent, date such entity became a Subsidiary) through the date hereof; and (iii) all current licenses or any other person acting for or on behalf certifications of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Clinical Laboratory Improvement Act of 1977, as amended, 1988 and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or thereunder (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal"CLIA").
(ce) Except as disclosed in Section 5.06(e) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any (i) none of the registration Company nor any Subsidiary has engaged in any activities that are prohibited under or reporting requirements would violate Medicare and Medicaid statutes, 42 U.S.C. Sections 1320a-7a and 7b, or the regulations promulgated pursuant to such statutes, or comparable state or local Law or rules of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules professional conduct; (ii) the Company and regulations (collectively, the “SAFE Rules Subsidiaries have timely and Regulations”), has complied, accurately filed in all material respectsrespects all requisite claims and other reports required to be filed in connection with all applicable state and federal Medicare and Medicaid programs due on or before the date of this Agreement; (iii) there is no arrangement providing for any rebates, kickbacks or other forms of compensation that is unlawful to be paid to any person or entity in return for the referral of business or for the arrangement for recommendation of such referrals; and (iv) none of the Company nor any Subsidiary has any financial arrangement which render any of its billings unlawful pursuant to the Stark Law or comparable state ▇▇▇.
(f) To the knowle▇▇▇ ▇f the Company, all agreements of the Company and the Subsidiaries with such reporting and/or registration requirements under third-party payors were entered into by the SAFE Rules and Regulations with respect to its investment Company or a Subsidiary, as the case may be, in the Companyordinary course of business. The Company and the Subsidiaries are in compliance with each of their respective third-party payor agreements, and the Company and the Subsidiaries have properly charged and billed in accordance with the terms of their respective third-party payor agreements, including, where applicable, billing and collection of all deductibles and co-payments, except for any such violations that would not reasonably be expected to have a Company Material Adverse Effect.
(g) Except as disclosed in Section 5.06(g) of the Company Disclosure Schedule, (i) no right of the Company or any Subsidiary to receive reimbursements pursuant to any government program or private program has ever been terminated or suspended as a result of any investigation or action whether by any Governmental Authority or other third party, (ii) none of the Company nor any Subsidiary has since January 1, 1999 received notice from any Governmental Authority that it has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency for the purpose of any alleged improper activity on the part of such entity, other than routine audits or inquiries and other than those which would not reasonably be expected to have a Company Material Adverse Effect, neither (iii) none of the Company nor, to the Company’s Knowledge, nor any such holder or beneficial owner Subsidiary has received any inquirieswritten notice of deficiency from a Governmental Authority in connection with its operations for which a plan of correction has not been accepted, notificationsand (iv) none of the Company nor any Subsidiary has received any written notice of any claim, orders requirement or demand of any licensing, accrediting or certifying agency to rework or redesign their operations or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulationspart thereof.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April January 1, 2010, 2012 has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no written notice or communication has been received by the Company or any of its Subsidiaries Subsidiary with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQthe NYSE, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (viivi) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as as would not have a Company Material Adverse Effect, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than . Except as would not have a Company Material Adverse Effect. Each , each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully improperly influencing any act or decision of such Government Official in his official capacity, (2) unlawfully improperly inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, (i) to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, and (ii) neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) Except with respect to Environmental Permits (ias defined and addressed in Section 3.18) The business of , each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of such Company “Permits”) except where the failure to have, (v) no such Company Permit shall cease to be effective as a result or the suspension or cancellation of, any of the TransactionsPermits would not prevent or materially delay consummation of the Merger and would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, (vi) no suspension or cancellations cancellation of any such Company Permit of the Permits is pending or, to the knowledge of the Company’s Knowledge, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Merger and would not reasonably be expected to have a Material Adverse Effect.
(viib) each After giving effect to the Transactions, to the knowledge of the Company, all such Company Permit is licenses, permits, franchises and other governmental authorizations will continue to be valid and in full force and effect, except, except as set forth in case of each Section 3.8(b) of the clauses (i) to (vii) above, Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, The Company and its Subsidiaries are in compliance in all material permits, licenses, approvals, filings respects with Applicable Laws by which the property and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary assets of the Company incorporated in the PRC with respect to and its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse EffectSubsidiaries are bound or affected. Each Subsidiary of Neither the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, nor any of its Subsidiaries Subsidiary nor any property or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf asset of the Company or any Subsidiary (eachis subject to any continuing order of, a “Company Affiliate”) has (i) made any bribeconsent decree, influence payment, kickback, payoff, settlement agreement or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectlysimilar written agreement with or, to any officerthe knowledge of the Company, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof)continuing investigation by, or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining order, writ, judgment, injunction, decree, determination or retaining business for or withaward of any Governmental Authority that would, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons as of the Foreign Corrupt Practices Act date hereof, prevent or materially delay consummation of 1977, as amended, and the rules and regulations promulgated thereunder, Merger or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed would reasonably be expected to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Merger Agreement (Parlex Corp)
Permits; Compliance. (a) (iExcept as set forth in Section 4.06(a) The business of each of the Company and its Subsidiaries isDisclosure Schedule, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and each of its Subsidiaries is in possession of all material Company Permits necessary for Permits, except where the lawful conduct of its business and failure to possess, or the ownershipsuspension or cancellation of, use, occupancy and operation of its assets and properties, (iv) each any of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Permits would not have a Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Material Adverse Effect. Each Company Permit is valid and in full force and effect, except, except where the failure to be valid or in case of each of the clauses (i) to (vii) above, as full force or effect would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained No suspension or made in respect cancellation of any Subsidiary of the Company incorporated in Permits is pending or, to the PRC with respect to its capital structure and operations as it is now being conductedKnowledge of the Company, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxationthreatened, and their respective local counterpartsno Company Permit shall be terminated or materially impaired or become terminable, have been duly completed in accordance with applicable Laws whole or in part, as a result of the PRCconsummation of the Merger, other than as except where the failure to possess, or the suspension, cancellation, termination or impairment of, any of the Company Permits would not have a Company Material Adverse Effect. Each Subsidiary Except as set forth in Section 4.06(a) of the Company that Disclosure Schedule, neither the Company nor any of its Subsidiaries is organized in conflict with, has infringed or is in default, breach or violation of, any Law or Company Permit applicable to the PRC has compliedCompany or any of its Subsidiaries or by which any product, in all material respectsservice, with all applicable Laws property or asset of the PRC regarding the contribution and payment Company or any of its registered capitalSubsidiaries is bound or affected, other than as except for any such conflicts, defaults, infringements, breaches or violations that would not have a Company Material Adverse Effect. To the Company’s Knowledge, except as set forth in Section 4.06(a) of the Company Disclosure Schedule, no event has occurred, or condition or state of facts exists, which constitutes, or after notice or lapse of time or both, would constitute, a breach or default in any material respect under any such Company Permit, or which permits, or after notice or lapse of time or both, would permit revocation or termination of any such Company Permit, or which would materially and adversely affect the rights of the Company or any of its Subsidiaries under any such Company Permit.
(b) Except as would not have a Company Material Adverse Effect, none None of the Company, its Subsidiaries or, to the Company’s Knowledge, their respective employees and Representatives has given, loaned, paid, promised, offered or authorized the payments, directly or indirectly through a third party, of anything of value to any “foreign official,” as defined in the FCPA, to persuade that official to help the Company, or any other Person, obtain or keep business or to secure some other improper advantage.
(c) To the extent applicable, the Company and each of its Subsidiaries is in compliance, in all material respects, with (i) the USA PATRIOT Act and (ii) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto. None of the Company or any of its Subsidiaries or any of their respective directors, officers or employees ornor, to the Knowledge of the Company, any agentdirector, officer or any other person acting for or on behalf employee of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order is subject to unlawfully induce such any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department or a person to act against on the interest list of his or her employer or principal“Specially Designated Nationals and Blocked Persons.
(c) Except as would not have a ” Neither the Company Material Adverse Effectnor any of its Subsidiaries and, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any Knowledge of the registration Company, none of the officers, directors, agents, or reporting requirements employees of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect Subsidiaries, has violated or is in violation of any other laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to the Company, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), in each case, other than any actual or alleged non-compliance with the SAFE Rules and Regulationsimmaterial violations.
Appears in 1 contract
Sources: Merger Agreement (Arden Group Inc)
Permits; Compliance. (a) (i) The Company is in possession of all material Permits that are required for the Company to own, lease, and operate its properties or to conduct the business of each of the Company and its Subsidiaries in the manner currently conducted by the Company (the “Company Permits”), except where the failure to have such Company Permits does not constitute a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened. The Company is not in default, breach or violation of, any Material Contract or Company Permit, except, in each case, for any such defaults, breaches or violations that would not individually or in the aggregate have or reasonably be expected to have a Company Material Adverse Effect.
(b) The Company is, and since April 1, 20102021, has been, conducted in compliance in all material respects with all Laws applicable to the Company. The Company has not received any written notice from any Governmental Authority of a violation of any Law applicable to the Company at any time since April 1, 2021, which violation would be material to the Company.
(c) Since April 1, 2021, and except where the failure to be, or to have been in compliance with such Subsidiary Laws would not, individually or in the aggregate, be material to the Company, (i) there has been no action taken by which any propertythe Company, asset or right or, to the knowledge of the Company Company, any officer, director, manager, employee, agent, representative, or such Subsidiary is bound and no notice or communication has been received by sales intermediary of the Company or Company, in each case, acting on behalf of the Company, in violation of any of its Subsidiaries with respect to any nonapplicable Anti-compliance with applicable LawsCorruption Law, (ii) the Company is in material compliance with has not been convicted of violating any Anti-Corruption Laws or, to the knowledge of the Company, subject to any investigation by a Governmental Authority for violation of any applicable listing, corporate governance and other rules and regulations of NASDAQAnti-Corruption Laws, (iii) each of the Company has not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law, and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in has not received any written notice from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law.
(d) The Company has timely filed all material respects with the terms of such Company Permitsreports, (v) no such Company Permit shall cease to be effective as a result of the Transactionsregistrations, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities material documents, together with Governmental Authorities in the PRC that are any material amendments required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect thereto, that were required to its capital structure and operations as it is now being conducted, including but not limited to registrations be filed with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof)since January 1, or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended2023, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in paid all material respects, with such reporting and/or registration requirements under the SAFE Rules fees and Regulations with respect to its investment assessments due and payable in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulationsconnection therewith.
Appears in 1 contract
Sources: Business Combination Agreement (ShoulderUP Technology Acquisition Corp.)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of “Company Permits”), except where the failure to have such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as Permits would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained No suspension or made in respect cancellation of any Subsidiary of the Company incorporated in Permits is pending or, to the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws knowledge of the PRCCompany, other than as threatened in writing, except where such suspension or cancellation would not reasonably be expected to have a Company Material Adverse Effect. Each Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company that or any Company Subsidiary is organized in the PRC has compliedbound or affected, or (b) any Company Permit, except, in all material respectseach case, with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalfor any such conflicts, other than as defaults, breaches or violations that would not have or would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communications or, to the Company’s knowledge, any other communications from a Governmental Authority that alleges that such Company or Company Subsidiary is not in compliance with any Law or Governmental Order, except where such alleged non-compliance would not reasonably be expected to have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Business Combination Agreement (First Reserve Sustainable Growth Corp.)
Permits; Compliance. (a) The operations of the Company and the Company Subsidiaries have been conducted in compliance with all Laws in each jurisdiction in which it or they carry on business or hold a Company Permit, except where the failure to so comply has not resulted in a Company Material Adverse Effect. The Company holds all necessary Company Permits and all such Company Permits are in full force and effect.
(ib) The Except as set out on Schedule 3.08(b), neither the Company nor any of the Company Subsidiaries is in default, in any material respect, with respect to any Law or Company Permit or has received written notice of any possible violation (or of any investigation, inspection, audit, or other proceeding by any Governmental Authority involving allegations of any violation) of any Law or Company Permit, and, to the knowledge of the Company, no investigation, inspection, audit or other proceeding by any Governmental Authority involving allegations of any violation of any Law or Company Permit is threatened or contemplated.
(c) Each of the Company and the Company Subsidiaries has, and to the knowledge of the Company all employees or agents of each of the Company and the Company Subsidiaries have, all material licenses, franchises, permits, authorizations, certifications, easements, variances, exceptions, consents and orders, including approvals from all Governmental Authorities (“Approvals”) required for the conduct of the business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any propertySubsidiaries and the occupancy and operation, asset or right for its present uses, of the Company or such Subsidiary is bound real and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) personal property which each of the Company and its the Company Subsidiaries owns or leases and neither the Company nor any of the Company Subsidiaries is in possession material violation of all material Company Permits necessary any such Approval or any terms or conditions thereof.
(d) All Approvals for the lawful conduct of its business Company and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance are, in all material respects with the terms of such Company Permitsrespects, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of issued to and fully paid for by the PRCholder thereof and, other than as would not have a Company Material Adverse Effect. Each Subsidiary of to the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none knowledge of the Company, any of its Subsidiaries no suspension or any of their respective directors, officers or employees or, to cancellation thereof has been threatened.
(e) No Approvals for the Knowledge of the Company, any agent, or any other person acting for or on behalf Company and each of the Company or any Subsidiary (eachSubsidiaries, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or nor any Company Affiliate Permits, will terminate or cease to be valid and in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation effect by such persons reason of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalTransactions.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (iExcept as set forth in Section 3.07(a) The business of each of the Company’s Disclosure Schedule, the Company has complied in all material respects with, is not in violation of, and its Subsidiaries has not received any written notices of violation with respect to, any applicable Laws, including without limitation all Laws applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company, or any license, certificate, approval, clearance, authorization, permit, supplement or amendment required by any applicable Laws (“Company Permits”). The Company possesses all required and applicable Company Permits and such Company Permits are in full force and effect. The Company is, and since April 1its products are, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound Permits and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, including, but not limited to, all laws, statutes, rules, regulations, or orders administered, issued or enforced by the Federal Food and Drug Administration (iithe “FDA”) or any other Governmental Entity. The Company has not received from the FDA or any other Governmental Entity any notice of adverse findings, regulatory letters, notices of violations, Warning Letters, criminal proceeding notices under Section 305 of the Federal Food, Drug, and Cosmetic Act, or other similar communication from the FDA or other Governmental Entity alleging or asserting noncompliance with applicable Laws or any Company Permits, and there have been no seizures conducted or threatened by the FDA or other Governmental Entity, and no recalls, market withdrawals, field notifications, notifications of misbranding or adulteration, safety alerts or similar actions relating to the safety or efficacy of the Company’s products conducted, requested or threatened by the FDA or other Governmental Entity relating to the products sold by the Company. The Company has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal, safety alert, “dear doctor” letter, or other similar notice or action relating to the alleged lack of safety or efficacy of any of the Company’s products or any alleged product defect or violation, and the Company has no knowledge that any Governmental Entity has initiated, conducted or intends to initiate any such notice or action. The Company has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other similar action from any Governmental Entity alleging that any product operation or activity is in material compliance with the violation of any applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Laws or Company Permits necessary and has no knowledge that any such Governmental Entity is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding. Each regulatory submission for the lawful conduct of its business Company’s products has been filed, and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is maintained in compliance in all material respects with the terms of such all applicable Laws and Company Permits, (v) no such including without limitation applicable federal statutes, rules, regulations or orders administered or promulgated by the FDA or other Governmental Entity, and all laboratory and clinical studies, and tests that support clearance of its products have been conducted in all material respects in compliance with accepted professional scientific standards and all applicable Laws and Company Permit shall cease Permits. No filing or submission to the FDA or any other Governmental Entity, intended to be effective as a result of the Transactionsbasis for any Company Permit, (vi) no suspension contains any material omission or cancellations of any such Company Permit is pending orfalse information, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conductedhas not received any notices or correspondence from any Governmental Entity (including, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerceto, the State Administration FDA) requiring suspension of Foreign Exchange (“SAFE”) and the State Administration of Taxationany studies, and their respective local counterpartstests, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none or clinical trials conducted by or on behalf of the Company, . There currently are not any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for clinical trials being conducted by or on behalf of the Company where the underlying data will or is intended to be submitted to the FDA. The Company is not aware of any Subsidiary facts which are reasonably likely to cause (eachA) the non-approval or non-clearance, withdrawal, or recall of any products sold or intended to be sold by the Company, or (B) a “change in the marketing classification or warnings or contraindications that have been or need to be included on the product label, except as would not reasonably be expected to result in a Material Adverse Effect, (C) a termination or suspension of marketing clearance of any such products, or (D) a suspension or revocation of any of the Company’s Company Affiliate”Permits. The Company has not received notice (whether complete or pending) has of any proceeding seeking recall, suspension or seizure of any products sold or proposed to be sold by the Company.
(b) The Company is not in conflict with, or in default or violation of (i) made any bribe, influence payment, kickback, payoff, Law applicable to the Company or by which any other type material property or material asset of payment that would be unlawful under any applicable Lawthe Company is bound or affected, (ii) offeredany note, paidbond, promised mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political which the Company is a party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with which the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his material property or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any material asset of the registration Company is bound or reporting requirements of SAFE Circular 75affected, SAFE Circular 78 or (iii) any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsPermit.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Subsidiaries to own, lease and operate its Subsidiaries properties and assets or to carry on its business as it is now being conducted as described in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, Company's SEC Reports filed prior to the Company’s Knowledgedate hereof (the "Permits"), threatened and (vii) each all such Company Permit is valid Permits are valid, and in full force and effect, exceptexcept where the failure to have, or the suspension or cancellation of, or failure to be valid or in case of each full force and effect of, any of the clauses (i) Permits would not, individually or in the aggregate, reasonably be expected to (viiA) aboveprevent or materially delay consummation of the Transactions, as would not (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (C) have a Company Material Adverse Effect. Without limiting the generality As of the foregoingdate hereof, all material permitsno suspension or cancellation of any of the Permits is pending or, licensesto the knowledge of the Company, approvalsthreatened, filings and registrations and other requisite formalities with Governmental Authorities except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the PRC that are required aggregate, reasonably be expected to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (ii) any Permits, except for any such conflicts, defaults or violations that is organized would not, individually or in the PRC has compliedaggregate, in all material respects, with all applicable Laws reasonably be expected to (A) prevent or materially delay consummation of the PRC regarding Transactions, (B) otherwise prevent or materially delay performance by the contribution and payment Company of any of its registered capital, other than as would not material obligations under this Agreement or any Ancillary Agreement or (C) have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none Since the enactment of the Company▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ("SOX"), any the Company and each of its Subsidiaries or any officers and directors have been and are in compliance in all material respects with (A) the applicable provisions of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, SOX and the related rules and regulations promulgated thereunder, or any other thereunder and under the Exchange Act and (B) the applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident listing and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE corporate governance rules and regulations (collectively, of the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsExchange.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such each Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of each such entity to own, lease and operate its properties or to carry on its business and as it is now being conducted (the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such “Company Permits, (v”) and no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of default has occurred under any such Company Permit is pending orPermit, and, to the knowledge of the Company’s Knowledge, threatened and (vii) each such no written notice of violation has been received from any Governmental Authority, except where the failure to have, or the suspension or cancellation of, or defaults under, or violations of, any Company Permit is valid have not had, and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have reasonably be expected to have, a Company Material Adverse Effect. Without limiting the generality As of the foregoingdate hereof, all material permitsto the knowledge of the Company, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of neither it nor any Subsidiary of the has received any written notification from any Governmental Authority threatening to revoke any such Person’s Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and CommercePermit, the State Administration revocation of Foreign Exchange (“SAFE”) and the State Administration of Taxationwhich Company Permit would have, and their respective local counterpartsor would reasonably be expected to have, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except Each of the Company and each Subsidiary is, and at all times since January 1, 2000, has been, in compliance with any Law applicable to such entity or by which any property or asset of such entity is bound or affected, and has not received written notice of any violation of any such Law, except such instances of non-compliance and such violations as have not had, and would not have reasonably be expected to have, a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a The Company Material Adverse Effect, has made all certifications and statements required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company’s Knowledgefilings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to the Company, each holder or beneficial owner of Shares and/or Company Options who including its consolidated Subsidiaries, is made known on a PRC resident and subject timely basis to any the individuals responsible for the preparation of the registration or reporting requirements Company’s filings with the SEC and other public disclosure documents.
(d) The Company has established and maintains a system of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has compliedinternal accounting control sufficient to comply, in all material respects, with such reporting and/or registration all legal and accounting requirements under the SAFE Rules and Regulations with respect applicable to its investment in the Company. Except as would not have a The Company Material Adverse Effecthas disclosed, neither the Company norbased on its most recent evaluation of internal controls, to the Company’s Knowledgeauditors and its audit committee (A) any significant deficiencies and material weaknesses within the knowledge of the Company in the design or operation of its internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (B) any material fraud known to the Company that involves management or other employees who have a significant role in internal control over financial reporting. To the knowledge of the Company, the Company has not received a complaint, allegation, assertion or claim in writing regarding the accounting practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such holder complaint, allegation assertion or beneficial owner claim that the Company has received any inquiries, notifications, orders engaged in questionable accounting or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulationsauditing practices.
Appears in 1 contract
Permits; Compliance. (a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, takeoff and landing authorizations (including "slots" at United States and foreign airports), clearances and orders of any U.S. or foreign governmental entity necessary for the Company or such Subsidiary to operate scheduled domestic and foreign air transportation, and to own, lease and operate its properties and to carry on their respective businesses substantially in the manner described in the Company's annual report on Form 10-K for the fiscal year ended March 31, 1999 (the "Company 10-K") and as it is now being conducted (the "Company Permits").
(b) All of the Company Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement. As of the date hereof, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except such suspensions or cancellations that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement.
(c) Neither the Company nor any of its Subsidiaries is in default on or in violation of, (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws any law applicable to the Company or such Subsidiary any of its Subsidiaries or by which any property, asset or right operation of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, is bound or affected or (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such any Company Permits, (v) no except for any such Company Permit shall cease defaults or violations that could not, individually or in the aggregate, reasonably be expected to be effective as have a result Material Adverse Effect or prevent or materially delay the consummation of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effecttransactions contemplated by this Agreement.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each Each of the Company and its the Company Subsidiaries is(i) is and, and since April January 1, 20102022, has been, conducted been in compliance in all material respects with any and all Laws applicable to the Company Business and the Purchased Assets, except for failures to comply or such Subsidiary violations which would not be materially adverse to the Business, or by which any propertyreasonably expected to materially interfere with the Transactions, asset or right and (ii) is in possession of all permits necessary for the Company or such Subsidiary is bound Company Subsidiary, as applicable, to own, lease and operate its properties (including the Company Real Properties) and to carry on the Business (the “Company Permits”), except where the failure to have such Company Permit would not be materially adverse to the Business, and no notice suspension or communication cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Since January 1, 2022, (x) neither the Company nor any Company Subsidiary has been sanctioned, fined or penalized for any violation of or failure to comply with any applicable Law, (y) neither the Company nor any Company Subsidiary is, or has been, in conflict with, or in default, breach, or violation of, any Company Permit, and (z) neither the Company nor any Company Subsidiary has received any written inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other written correspondence with or from any Governmental Authority alleging or asserting non-compliance with applicable Laws or any Company Permit by the Company or any of its Subsidiaries the Company Subsidiaries, except, with respect to any non-compliance with applicable Lawsclauses (x), (iiy) and (z), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Business.
(b) Section 5.6(b) of the Company Disclosure Schedule sets forth, as of the date hereof, a true and complete list of all Company Station Licenses, as well as each material auxiliary license or authorization issued by the FCC with respect to such Company Station. Each of the Company Station Licenses is in material compliance with held by the applicable listingCompany or a Company Subsidiary, corporate governance as the case may be, and other rules and regulations of NASDAQ, (iiiB) each of the Company and its Subsidiaries Station Licenses is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed effect in accordance with applicable Laws of the PRCits terms and has not been revoked, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has compliedsuspended, in all material respectscanceled, with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalrescinded, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries terminated or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amendedexpired, and the rules and regulations promulgated thereunder, or Company is not aware of any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, reason the Company Station Licenses would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity not be renewed in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalnormal course.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each Except as set forth in Part 2.12 of the Company and its Subsidiaries isDisclosure Schedule, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the each Acquired Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits Government Authorizations necessary for each of the lawful conduct Acquired Corporations to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Permits”), including all Permits under the Federal Food, Drug and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the “FDCA”) and any comparable non-U.S law and the regulations of the Federal Food and Drug Administration (the “FDA”) promulgated under the FDCA and any comparable non-U.S. Governmental Bodies, necessary for each of the Acquired Corporations to carry on its business and operations as currently conducted, except where the ownershipfailure to have, useor the suspension or cancellation of, occupancy and operation of its assets and properties, (iv) each any of the Company and its Subsidiaries is Permits would not, individually or in compliance in all material respects with the terms of such Company Permitsaggregate, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality No suspension or cancellation of any of the foregoingPermits is pending or, all material permitsto the Knowledge of the Company, licensesthreatened, approvalsexcept where the failure to have, filings and registrations and other requisite formalities with Governmental Authorities or the suspension or cancellation of, any of the Permits would not, individually or in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conductedaggregate, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary Except as set forth in Part 2.12(a) of the Company Disclosure Schedule, no Acquired Corporation is in conflict with, or in default, breach or violation of any Legal Requirement by which any property or asset of any Acquired Corporation is bound or affected, except for any such conflicts, defaults, breaches, or violations that is organized would not, individually or in the PRC has compliedaggregate, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except Each Acquired Corporation is, and since January 1, 2004 each Acquired Corporation has been, in compliance in all material respects with all Legal Requirements applicable to the Acquired Corporations or by which any of its properties are bound, including Legal Requirements of the FDA and any comparable non-U.S Governmental Body except as set forth in Part 2.12(b) of the Company Disclosure Schedule and except as would not not, individually or in the aggregate, have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Merger Agreement (Sun Pharmaceutical Industries LTD)
Permits; Compliance. (a) Each of the Company and the Company Subsidiaries is, and has been, in the past two (i2) The business years, in possession of all material applicable franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company and the Company Subsidiaries to own, lease and operate its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance properties in all material respects with all Laws applicable and to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of carry on its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms as it is now being conducted (each, a “Company Permit”). No suspension or cancellation of such Company Permits, (v) no such Company Permit shall cease to be effective as a result any of the Transactions, (vi) no suspension or cancellations of any such Company Permit Permits is pending or, to the knowledge of the Company’s Knowledge, threatened and in writing. Neither the Company nor any Company Subsidiary is, or has been, in the past two (vii2) each such years, in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company Permit or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is valid and in full force and effectbound or affected, or (ii) any Material Contract or Company Permit, except, in case of each of case, for any such conflicts, defaults, breaches or violations that, individually or in the clauses (i) to (vii) aboveaggregate, as have not been, and would not have a reasonably be expected to be, material to the Company Material Adverse Effect. and the Company Subsidiaries, taken as whole.
(b) Without limiting the generality of the foregoing, all material permits, licenseslicenses and approvals by, approvals, and filings and registrations and other requisite formalities with the Governmental Authorities in the PRC that are required to be obtained or made in respect of any each Company Subsidiary of the Company incorporated established in the PRC in connection with respect to its establishment, capital structure structure, business and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC. For any business carried out by any Company Subsidiary in the PRC, other than as such Company Subsidiary has not violated any applicable Law of the PRC that imposes any prohibition or restriction on foreign investment, except for such noncompliance that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary of the Company that is organized established in the PRC has compliedbeen conducting its business activities within its permitted scope of business, and has been operating its business in all material respects, compliance with all applicable Laws relevant legal requirements and with all requisite permits, licenses and approvals granted by, and filings and registrations made with Governmental Authorities of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalPRC.
(c) Except as would not have a Company Material Adverse Effect, to To the knowledge of the Company’s Knowledge, each direct or indirect holder or beneficial owner of Shares and/or the Company Options Equity Interests who is a PRC resident (as defined in the SAFE Circular 37) and subject to any of the registration or reporting requirements under any regulations and rules of SAFE Circular 75, has registered with SAFE as required pursuant to the SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations 37 with respect to its investment in the Companyany direct or indirect holdings of Company Shares. Except as would not have a Company Material Adverse Effect, neither Neither the Company nor, to the knowledge of the Company’s Knowledge, any such direct or indirect holder or beneficial owner has received any inquiries, notifications, orders Governmental Orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with any regulations and rules of SAFE, including the SAFE Rules Circular 37.
(d) The Company has applied for and Regulationscompleted the cybersecurity review filing for overseas listing to the CAC in accordance with applicable Laws of the PRC and has not received revocation or withdrawal notice from the CAC.
Appears in 1 contract
Sources: Business Combination Agreement (Prime Impact Acquisition I)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms “Permits”), except where the failure to have, or the suspension or cancelation of, any of such Company the Permits, (v) no such Company Permit shall cease individually or in the aggregate, would not reasonably be expected to be effective as have a result Material Adverse Effect. No suspension, modification or cancellation of any of the Transactions, (vi) no suspension or cancellations of any such Company Permit Permits is pending or, to the knowledge of the Company’s Knowledge, threatened and (vii) each that would reasonably be expected to result in the suspension, modification or cancellation of any such Company Permit is valid and in full force and effectPermits, except, in case of each of the clauses (i) to (vii) above, except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting From January 1, 2020 to the generality date of the foregoingthis Agreement, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of neither the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a nor any Company Material Adverse Effect. Each Subsidiary of has received any written notice that the Company that or any Company Subsidiary is organized in the PRC has compliedconflict with, or in all material respectsdefault, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none of the Companybreach or violation of, any of its Subsidiaries Law applicable to the Company or any of their respective directors, officers Company Subsidiary or employees or, to the Knowledge of the Company, by which any agent, property or any other person acting for or on behalf asset of the Company or any Company Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoffis bound or affected, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised material Permit to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of its Subsidiariesthe Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as aggregate, would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any . As of the registration or reporting requirements date of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effectthis Agreement, neither the Company nor, to nor any of the Company’s Knowledge, any such holder or beneficial owner Company Subsidiaries has received any inquirieswritten notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all respects with any Law, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged except where such non-compliance with compliance, individually or in the SAFE Rules and Regulationsaggregate, would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Anaplan, Inc.)
Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (other than the FDA (as defined below)) necessary for the lawful conduct of Company to own, lease and otherwise hold and operate its properties and other assets and to carry on its business as it is now being conducted, and to sell, market, develop, distribute, import and manufacture Factive (the ownership“Non-FDA Company Permits”). All Non-FDA Company Permits are in full force and effect and will remain so, usein all material respects, occupancy after the Closing and operation no suspension or cancellation of its assets and propertiesany Non-FDA Company Permit is pending or, (iv) each to the knowledge of the Company, threatened. The Company and its Subsidiaries is in compliance in all material respects with the terms of such Non-FDA Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension Permits and has not received any written notice or cancellations of other written communication from any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses Governmental Entity regarding (i) any actual or possible violation of or failure to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities comply with Governmental Authorities in the PRC that are required to be obtained any term or made in respect requirement of any Subsidiary Non-FDA Company Permit, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of the any Non-FDA Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectPermit.
(b) Except The Company holds all new drug applications, abbreviated new drug applications, product license applications, and investigational new drug applications, product export applications and other approvals issuable by the U.S. Food and Drug Administration (the “FDA”) (the “FDA Company Permits”), necessary for the conduct of the business as would not currently conducted and for the sale, marketing, development, distribution, importation and manufacturing of Factive in the United States and no such FDA Company Permits have a been (i) revoked, withdrawn, suspended, cancelled or terminated or (ii) modified in any adverse manner, other than immaterial adverse modifications. Licensor (as defined below in Section 3.12(xvii)) holds all FDA Company Material Adverse EffectPermits necessary for the manufacture and exportation to the United States of Factive and no such FDA Company Permit has, none to the knowledge of the Company, been (i) revoked, withdrawn, suspended, cancelled or terminated or (ii) modified in any of its Subsidiaries or any of their respective directorsadverse manner, officers or employees or, to the Knowledge other than immaterial adverse modifications. The Company is not aware of the Company, any agentexistence of, or any basis for, any limitation on the ability of Licensor to manufacture and export Factive in accordance with the Company’s specifications. The Company is in compliance in all material respects with the FDA Company Permits and has not received any written notice or other person acting written communication from the FDA regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any FDA Company Permits or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any FDA Company Permit. Except for or the information and files identified on behalf Section 3.07(b)(X) of the Company Disclosure Schedule, the Company has made available to Parent all information in its possession or any Subsidiary control relating to Factive and the development, manufacture and sale of Factive, including without limitation, complete and correct copies of the following (each, a “Company Affiliate”) has to the extent there are any): (i) made any bribeadverse event reports; clinical study reports and material study data; and FDA inspection reports, influence paymentnotices of adverse findings, kickbackwarning letters, payoff, or any FDA filings and letters and other type of payment that would be unlawful under any applicable Law, correspondence with the FDA and (ii) offeredsimilar reports, paidstudy data, promised to paynotices, or authorized any unlawful payment or transfer of money or anything else of valueletters, directly or indirectly, to any officer, employee or filings and correspondence with any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”Entity. The information and files identified on Section 3.07(b)(X) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and Company Disclosure Schedule do not reflect circumstances regarding the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed matters referred to take any action that, directly or indirectly, would constitute an offer therein that are more unfavorable to pay, a promise to pay or a payment of money or anything else of value, or an authorization of the Company than the information regarding such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity matters contained in the course of their business dealings with the Company or any of its Subsidiaries, in order materials made available to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, Parent pursuant to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulationsimmediately preceding sentence.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each Each of the Company and its Subsidiaries is in possession of all material registrations, franchises, grants, authorizations (including marketing authorizations), licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or its Subsidiaries to manufacture, market, sell or distribute the Earn Out Products that are manufactured, marketed, sold or distributed, or to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits necessary for would not have a Material Adverse Effect. No suspension or cancellation of any of the lawful conduct Company Permits is pending or, to the knowledge of the Company, threatened. Except as would not have a Material Adverse Effect, neither the Company nor its business Subsidiaries is in conflict with, or in default, breach or violation of (i) any Law (other than Laws related to the representations and warranties in Section 3.06(h), 3.14 or Section 3.18, which are solely the ownership, use, occupancy subject of such representations and operation warranties) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its assets and propertiesSubsidiaries is bound or affected or (ii) any Company Permit to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries or any property or asset of the Company or its Subsidiaries is bound.
(b) (i) With respect to the Earn Out Products, (ivA) each of the Company and its Subsidiaries have obtained, unless otherwise exempt, all necessary and applicable material approvals for the operation of its business as currently conducted, and all material clearances, authorizations, licenses and registrations required by any Governmental Authority, to permit the design, development, pre-clinical and clinical testing, manufacture, labeling, sale, distribution and promotion of the Earn Out Products with respect to each Earn Out Product, in each case to the extent necessary and applicable to the Company's business as currently conducted (collectively, the "Company Licenses"); (B) the Company and its Subsidiaries are in compliance in all material respects with all terms and conditions of each Company License and with all Law (other than Laws related to the representations and warranties in Section 3.06(h), 3.14 or Section 3.18, which are solely the subject of such representations and warranties) pertaining to the design, development, pre-clinical and clinical testing, manufacture, labeling, sale, distribution and promotion of the Earn Out Products with respect to each Earn Out Product which is not required to be the subject of a Company License; (C) the Company and its Subsidiaries are in compliance in all material respects with all Laws regarding registration, license, certification for each site at which an Earn Out Product is manufactured, labeled, sold or distributed; and (D) to the extent any Earn Out Product has been exported from the United States, the Company has exported such Earn Out Product in compliance in all material respects with Law; (ii) with respect to all manufacturing operations relating to an Earn Out Product performed by, and on behalf of, the Company, such manufacturing operations have been and are being conducted in all material respects in compliance with applicable current good manufacturing practices and regulations issued by the U.S. Food and Drug Administration (the "FDA") and, to the extent applicable, counterpart regulations in the European Union and all other countries where compliance is required; (iii) all non-clinical and clinical laboratory studies of Earn Out Products under development, sponsored by the Company and intended to be used to support regulatory clearance or approval, have been and are being conducted (A) to the extent applicable, in compliance in all material respects with the terms current good laboratory practice regulations of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required United States and (B) to be obtained or made the extent applicable, counterpart regulations in respect of any Subsidiary of the European Union and all other countries; and (iv) the Company incorporated and its Subsidiaries are in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, compliance in all material respects, respects with all applicable Laws reporting requirements for all Company Licenses or plant registrations described in clause (i) above, including applicable adverse event reporting requirements in the United States and outside of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectUnited States under Law.
(bc) Except To the knowledge of the Company, no filing or submission to the FDA or any other Governmental Authority with regard to the Earn Out Products that is the basis for any approval or clearance contains any material omission or materially false information.
(d) The Company is in material compliance with all FDA and non-United States equivalent agencies and similar state and local Laws of any Governmental Authority applicable to the maintenance, compilation and filing of reports, including medical device reports, with regard to Earn Out Products. The Company has filed with the applicable Governmental Authority all applicable adverse event reports related to Earn Out Products, including any Medical Device Reports (as would defined in 21 CFR 803).
(e) The Company has not have a Company Material Adverse Effectreceived any written notice or other written communication from the FDA or any other Governmental Authority (i) contesting the pre-market clearance or approval of, none the uses of or the labeling and promotion of any of the Earn Out Products or (ii) otherwise alleging any violation of any Laws by the Company.
(f) None of the Company, any Subsidiary of its Subsidiaries the Company, Alfred E. Mann, Jeffrey Greiner or any of their respective directorsJeffrey Goldberg, officers or employees or, to the Knowledge of the Companyknowl▇▇▇▇ ▇▇ ▇▇▇ ▇▇mp▇▇▇, any agent, or any other person acting for or on behalf ▇▇▇ ▇▇▇▇▇ dire▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ of the Company or any Subsidiary (each, a “of the Company Affiliate”) has (i) made any bribehas been convicted of, influence paymentcharged with or, kickbackto the knowledge of the Company, payoffinvestigated for a Medicare, Medicaid or any other type of payment that would be unlawful under any applicable Lawstate health program-related offense, (ii) offeredsince January 1, paid2003, promised to payhas been convicted of, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectlycharged with or, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose knowledge of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any investigated for a violation of its Subsidiaries Law related to fraud, theft, embezzlement, financial misconduct or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Personobstruction of an investigation, (iii) taken any action has been excluded or failed to take any action thatsuspended from participation in Medicare, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, Medicaid or any other applicable anti-bribery federal or anti-corruption lawstate health program, or (iv) taking any action or failed to take any action thatsince January 1, directly or indirectly2003, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, has been subject to any employeeorder or any criminal or civil fine or penalty imposed by any Governmental Authority with respect to any such Medicare, agent Medicaid or representative of another company any other federal or entity in the course of their business dealings with state health care program.
(g) The Company has not received any notices, citations or decisions by any Governmental Authority that the Company or any Subsidiary fails to meet any applicable standards promulgated by such Governmental Authority for which a plan of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalcorrection has not been accepted.
(ch) Except as would not have a Company Material Adverse Effect, to To the knowledge of the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any (i) none of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 Company or any other Subsidiary has engaged in any activities that violate in any material respect Medicare and Medicaid statutes, 42 U.S.C. Sections 1320a-7a and 7b, or the regulations promulgated pursuant to such statutes, or comparable state or local Law or applicable SAFE rules and regulations codes; (collectivelyii) there is no arrangement providing for any rebates, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder kickbacks or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE compensation to be paid to any person or entity in return for the referral of business or for the arrangement for recommendation of such referrals that is unlawful in any material respect; and (iii) none of the Company or any Subsidiary has any financial arrangement which render any of its local branches with respect billings unlawful pursuant to any actual or alleged non-compliance with the SAFE Rules and RegulationsLaw in any material respect.
Appears in 1 contract
Permits; Compliance. (a) The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the Company to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits does not constitute a Company Material Adverse Effect. To the Company’s knowledge, no suspension or cancellation of any of the Company Permits is pending or threatened in writing.
(b) Except (i) The business with respect to compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section 4.16) and compliance with Laws related to Taxes (which are the subject of each of Section 4.15), and (ii) where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be expected to constitute a Company Material Adverse Effect, the Company and its Subsidiaries is, and since April 1December 31, 20102018, has been, conducted in compliance in all material respects with all applicable Laws applicable and Privacy/Data Security Laws.
(c) The Company is, and since inception, has been, in compliance with the terms of any note, bond, mortgage, indenture, or guarantee evidencing any Company Debt.
(d) Since inception, and except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be expected to constitute a Company Material Adverse Effect, (i) there has been no action taken by the Company or, to the knowledge of the Company, any officer, director, manager, employee, agent or representative of any the Company or such Subsidiary or by which any property, asset or right acting on behalf of the Company in violation of any applicable Anti-Corruption Law or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable LawsInternational Trade Law, (ii) the Company is in material compliance with has not been convicted of violating any Anti-Corruption Laws or International Trade Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws or International Trade Laws, nor, to the applicable listingknowledge of the Company, corporate governance and other rules and regulations of NASDAQhas any investigation been threatened or pending, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownershiphas not conducted or initiated any internal investigation or made a voluntary, usedirected, occupancy and operation of its assets and propertiesor involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law or International Trade Law, (iv) each of the Company has not received any written notice, inquiry or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law or International Trade Law, nor has any such notice, inquiry or citation been threatened or is pending and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such the Company Permit shall cease has instituted and maintained policies and procedures reasonably designed to be effective as a result of the Transactionsensure compliance with Anti-Corruption Laws and International Trade Laws. No officer, (vi) no suspension or cancellations of any such Company Permit is pending director, manager or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none knowledge of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative member of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any foreign official within the meaning of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsFCPA.
Appears in 1 contract
Sources: Merger Agreement (American Acquisition Opportunity Inc.)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries Acquired Companies is in possession of all material Company Permits franchises, authorizations, licenses, permits, certificates, variances, exemptions, approvals, Orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the lawful conduct of Acquired Companies to own, lease and operate its business properties and the ownership, use, occupancy and operation of its assets and properties, (iv) each of including the Company Real Property), and to carry on and operate its Subsidiaries is in compliance in businesses as currently conducted (including giving effect to the Management Agreement Documents and Franchise Agreement Documents) (the “Company Permits”), and all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and Permits are in full force and effect, exceptin each case except where the failure to have, or the failure to be in case of each of full force and effect of, any Company Permits would not, individually or in the clauses (i) aggregate, reasonably be expected to (vii) above, as would not have a Company Material Adverse Effect. Without limiting No suspension or cancellation of any Company Permits is pending or, to the generality Knowledge of the foregoingCompany, all material permitsthreatened in writing and no such suspension or cancellation will result from the Transactions, licensesexcept as would not, approvals, filings and registrations and other requisite formalities with Governmental Authorities individually or in the PRC that are required aggregate, reasonably be expected to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Each of the Acquired Companies is in compliance with all Laws applicable to its businesses, except where the failure to comply with such Laws would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation by any Governmental Entity with respect to the Company or any of the Acquired Companies is pending, except for such investigations the outcomes of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. None of the Acquired Companies has, during the one-year period prior to the date hereof: (i) received any written notice from any Governmental Entity regarding any material violation by the Acquired Companies of any Law; or (ii) provided any written notice to any Governmental Entity regarding any material violation by any of the Acquired Companies of any Law, which notice in either case remains outstanding or unresolved as of the date hereof, except for such notices that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No representation or warranty is made in this Section 3.9(b) with respect to environmental matters.
(c) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of neither the Company, any of its Subsidiaries or any of their respective directors, officers or employees orAcquired Companies nor, to the Knowledge Company’s Knowledge, any trustee, director, officer or employee of any of the CompanyAcquired Companies in their capacity as such, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made knowingly used any bribecorporate funds for any unlawful contribution, influence paymentgift, kickback, payoff, entertainment or any other type of payment that would be unlawful under any applicable Lawexpense relating to political activity, (ii) offered, paid, promised to pay, unlawfully offered or authorized any unlawful payment or transfer of money or anything else of valueprovided, directly or indirectly, anything of value to (or received anything of value from) any officer, foreign or domestic government employee or official or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof)Person, or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action thataction, directly or indirectly, that would otherwise constitute a violation in any material respect by such persons Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunderthereunder (the “FCPA”), including making use of the mails or any other applicable anti-bribery means or anti-corruption lawinstrumentality of interstate commerce corruptly in furtherance of an offer, or (iv) taking any action or failed to take any action thatpayment, directly or indirectly, would constitute an offer to pay, a promise to pay or a authorization of the payment of money or anything else of valueany money, or an other property, gift, promise to give, or authorization of such offer, promise or payment, directly or indirectly, the giving of anything of value to any employee, agent or representative of another company or entity “foreign official” (as such term is defined in the course of their business dealings with the Company FCPA) or any of its Subsidiariesforeign political party or official thereof or any candidate for foreign political office, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any contravention of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsFCPA.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is Companies are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals, leases, rights and orders necessary to own, lease and operate its properties and to carry on the business of the Wireless Cable System as it is now being conducted (collectively, the "Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each Permits"). All of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and Permits are in full force and effecteffect and are enforceable in accordance with their terms, except, in case of each of the clauses (i) to (vii) above, except as would not have a Company Material Adverse Effect. Without limiting The terms of said Company Permits are not subject to any restrictions or conditions that materially limit or would materially limit the generality operations of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary business of the Company incorporated in the PRC with respect to or any of its capital structure and operations subsidiaries as it is now being presently conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a restrictions or conditions generally applicable to Company Material Adverse EffectPermits of that type. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effectset forth in Exhibit 3.11, none of the Companythere is no action, any of its Subsidiaries proceeding or any of their respective directors, officers or employees investigation pending or, to the Knowledge of the Company, threatened, regarding suspension, termination, revocation or cancellation of any agent, or any other person acting for or on behalf of the Company Permits. None of the Company Permits will terminate or lapse by reason of the transactions contemplated by this Agreement. Except as set forth on Exhibit 3.08, no application has been or is proposed to be made to amend or modify any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), Permit or to acquire any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official additional Company Permit. The Company has no reason to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or believe that any Company Affiliate Permit in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of effect on the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity date hereof will not be renewed in the course ordinary course.
(b) Exhibit 3.08 hereto sets forth a list of their business dealings with the all Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalPermits.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any None of the registration Companies is in material conflict with, or reporting requirements in default or violation of SAFE Circular 75the Communications Act, SAFE Circular 78 FCC Rules, any Company Permit or any other Laws applicable SAFE rules to it or its business or by which their respective properties are bound or to which their respective properties are subject, and regulations (collectivelythere exist no conditions or circumstances which could result in such a conflict, default or violation, except for such minor violations as do not impair or interfere with the “SAFE Rules and Regulations”), operation of the Wireless Cable System. None of the Companies has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations received from any Governmental Entity any notification with respect to its investment in the Company. Except as would not have a Company Material Adverse Effectpossible conflicts, neither the Company nor, to the Company’s Knowledge, any such holder defaults or beneficial owner has received any inquiries, notifications, orders or any other forms violations of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsLaws.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Bellsouth Corp)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, Permits, easements, variances, exceptions, consents, certificates, approvals, registrations, clearances, Orders and any other authorizations by a Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) by each of the Company or the Company Subsidiaries to lawfully own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in now being conducted, including, without limitation, all material respects with necessary and appropriate licenses, certificates and authorizations required under applicable Laws of any state relating to the terms sale and distribution of such motor fuels, lottery, alcoholic beverage control and tobacco (the “Company Permits”), (v) no such except where the failure to have any Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as Permits would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of The Company Permits held by the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, Company Subsidiaries are valid and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, full force and effect in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capitaland, other than as would not have a Company Material Adverse Effect.
(b) Except except as would not have a Company Material Adverse Effect, none (i) will not be terminated or (ii) except as set forth on Section 3.06 of the Company Disclosure Schedule, require any filings, approvals or consents to be sought from any Governmental Authority or third party as a result of this Agreement and the Transactions. No suspension, revocation, involuntary termination or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting threatened in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Companywriting. Except as would not have a Company Material Adverse Effect, neither each of the Company norand the Company Subsidiaries is, and since January 1, 2017, has been, in compliance with all applicable Laws of applicable Governmental Authorities. Except as would not have a Company Material Adverse Effect, since January 1, 2017, the Company has not received notice (whether verbally or in writing) of any warning letter, investigation, inquiry, penalty, fine, sanction, assessment, request for corrective or remedial action, or other compliance or enforcement notice, communication, or correspondence from a Governmental Authority that has not been remediated, terminated or otherwise corrected to the Company’s Knowledge, any satisfaction of such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsGovernmental Authority.
Appears in 1 contract
Sources: Business Combination Agreement (Haymaker Acquisition Corp. II)
Permits; Compliance. (a) (i) The business of each of the Each Group Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and Orders of any Governmental Entity necessary for the lawful conduct of Group Company to own, lease and operate its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance properties in all material respects with and to carry on its business in all material respects as it is now being conducted (each, a “Company Permit”), in each case, except where the terms of such Company Permits, (v) no failure to have such Company Permit shall cease would not, individually or in the aggregate, be expected to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities Except as set forth in the PRC that are required to be obtained or made in respect of any Subsidiary Section 3.06(a) of the Company incorporated Disclosure Letter, all Company Permits are valid, binding and in the PRC with respect to its capital structure full force and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, effect in all material respects, with all applicable Laws . No suspension or cancellation of any of the PRC regarding Company Permits is pending or, to the contribution Knowledge of the Company, threatened in writing and payment no event has occurred which would result in the suspension or cancellation of its registered capitalthe Company Permits, other than as except where the failure to have such Company Permit would not not, individually or in the aggregate, be expected to have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none set forth in Section 3.06(b) of the Company, any of its Subsidiaries or any of their respective directors, officers or employees orCompany Disclosure Letter, to the Knowledge of the Company, any agent, or any other person acting for or on behalf each current employee of the Company Group Companies currently providing any flight, maintenance, operation or handling of any Subsidiary aircraft owned, leased or operated by the Group Companies as of the date hereof (each, a the “Company AffiliateAircraft”) has all material required licenses, certifications, training and competencies to provide such flight, maintenance, operation or handling of such Aircraft. All Aircraft that are in operation are properly registered on an Aviation Authority aircraft registry in all material respects and have a validly issued certificate of airworthiness that is in full force and effect (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) except for the purpose period of (1) unlawfully influencing time any act or decision Aircraft may be out of service and such Government Official certificate is suspended in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalconnection therewith).
(c) Except as would not reasonably be expected to result in material liability to the applicable Group Company, all records required by Applicable Legal Requirements to be maintained for each Aircraft are correct and complete and are currently in the possession of the applicable Group Company.
(d) Except as set forth in Section 3.06(d) of the Company Disclosure Letter, no Group Company is in conflict with, or in default, breach or violation of, (i) any Applicable Legal Requirement applicable to the Group Company or by which any property or asset of the Group Company is bound or affected, or (ii) any Company Permit, except, in each case, for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Business Combination Agreement (Golden Falcon Acquisition Corp.)
Permits; Compliance. (a) (i) The business of each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of Company to own, lease and operate its properties as it is now being operated or to carry on its business as it is now being conducted, other than those, the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the "COMPANY PERMITS"), and the ownership, use, occupancy and operation no suspension or cancellation of its assets and properties, (iv) each any of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit Permits is pending or, to the Company’s Knowledge's knowledge, threatened and threatened.
(viib) each such The Company Permit is valid and not in full force and effectconflict with, exceptor in default, breach or violation of, in case of each of the clauses case, in any respect, (i) any Law applicable to the Company or the ownership or operation of any property or asset of the Company, or (viiii) aboveany Company Permits, as except for any such conflicts, defaults, breaches or violations that would not have a Company Material Adverse Effect. Without limiting the generality of the foregoingreasonably be expected to, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities individually or in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conductedaggregate, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(bc) Except as would The Company's activities related to the research, development, manufacture, testing, distribution, holding, sales and/or marketing of each product or product candidate subject to the United States Food and Drug Administration's (the "FDA") jurisdiction under the Federal Food, Drug, and Cosmetic Act (the "FDCA") are in compliance in all material respects with all applicable requirements under the FDCA and any other applicable Laws including, but not have a limited to, (i) applicable Laws relating to good manufacturing practices, labeling, advertising, record keeping or filing of reports including, but not limited to, 21 CFR Part 203 (Prescription Drug Marketing Act) or (ii) applicable Laws relating to sponsor obligations for
(d) The Company Material Adverse Effecthas, none prior to the execution of this Agreement, made available to Parent copies of all documents in its possession material to assessing compliance of the Company with the FDCA and its implementing regulations since January 1, 1999, including, but not limited to, copies of (i) all warning letters, notices of adverse findings and similar correspondence received since January 1, 1999, (ii) all audit reports performed since January 1, 1999, and (iii) any document concerning any significant oral or written communication received from the FDA since January 1, 1999.
(e) Neither the Company nor, to the knowledge of the Company, any of its Subsidiaries director, officer, agent, employee or any of their respective directors, officers or employees or, to the Knowledge other person acting on behalf of the Company, has used any agentcorporate or other funds for unlawful contributions, payments, gifts, or any other person acting for entertainment, or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoffunlawful expenditures relating to political activity to government officials or others, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, established or authorized maintained any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting unrecorded funds in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery domestic or anti-corruption foreign law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and Orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is now being conducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and the Company Subsidiaries, taken as a whole. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, and there have occurred no defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any such Permits (with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and the Company Subsidiaries, taken as a whole. Except as, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary is, and since April 1, 2010, neither the Company nor any Company Subsidiary during the past three years has been, conducted in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (ii) any Company Lease, Company Material Contract or material Permit to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectLaw.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Merger Agreement (Resonant Inc)
Permits; Compliance. (a) (iExcept as provided in Section 2.7(b), and except as may be specified in Section 2.7(a) The business of the Seller Disclosure Schedule, to Seller’s Knowledge each of the Company Seller and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any governmental authority necessary for the lawful conduct of Seller and the Company to own, lease and operate its properties or to carry on its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but except for those which the failure to possess would not limited individually or in the aggregate reasonably be expected to registrations with have a Material Adverse Effect on the Ministry of Commerce, State Administration for Industry and Commerce, Seller or the State Administration of Foreign Exchange Company (the “SAFECompany Permits”) and the State Administration of Taxationand, and their respective local counterparts, have been duly completed in accordance with applicable Laws as of the PRCdate hereof, other than no suspension or cancellation of any of the Company Permits is pending or, to Seller’s Knowledge, threatened, except such suspension or termination as would not reasonably be expected to have a Company Material Adverse EffectEffect on the Seller or the Company. Each Subsidiary Except as disclosed in Section 2.7(a) of the Seller Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect on the Seller or the Company, to Seller’s Knowledge the Company is not in material conflict with, or in default or material violation of, or, with the giving of notice or the passage of time, would be in material conflict with, or in default or material violation of, (i) any Law applicable to the Seller or the Company or by which any property or asset of the Seller or the Company is bound or affected, or (ii) any of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectPermits.
(b) Except Company is certified by a Governmental Authority as would not have a Company Material Adverse EffectWoman Owned Small Business as defined in Title 13, Chapter 1 of the Code of Federal Regulations, as may be amended from time to time (“WOSB”). However, to the best of Seller’s Knowledge, none of the CompanyGovernment Contracts includes a set-aside designation for WOSBs. Buyer acknowledges that, any of its Subsidiaries or any of their respective directorsfollowing the Closing, officers or employees orCompany will no longer be qualified as a certified WOSB. Company has, to through registration with the Knowledge federal System for Award Management, self-certified that it qualifies as a Small Business Concern (“SBC”), as defined in Title 13, Chapter 1 of the Code of Federal Regulations, as may be amended from time to time. A substantial portion of Company’s business and sales revenue (i.e., any agentin excess of fifty percent (50%)) results from Company’s SBC status. SBC status is based upon either revenue or number of employees, or any other person acting for or on behalf and varies by classification of products sold by the Company or any Subsidiary in accordance with the North American Industry Classification System (each, a “Company AffiliateNAICS”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or which may be updated from time to any candidate for political office (eachtime, a “Government Official”) for and is located at: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/sites/default/files/files/Size Standards_Table.pdf. To the purpose best of (1) unlawfully influencing any act or decision Seller’s Knowledge, currently, the largest number of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, employees Company may have in order to assist retain SBC status for purposes of selling Company’s products under a Government Contract varies between 100 and 1,500 employees, depending on the specific product to be sold by Company, any . To the best of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the CompanySeller’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsSBC size or revenue limitations required for products sold prior to Closing under the Government Contracts. Seller makes no representation or warranty regarding Company’s continuing qualification or certification as an SBC after Closing for purposes of federal government contracting or otherwise, or the impact of any such continuing qualification or certification on revenues of Company or Buyer after Closing.
Appears in 1 contract
Sources: Stock Purchase Agreement
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such each Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of each such entity to own, lease and operate its properties or to carry on its business and as it is now being conducted (the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such “Company Permits”), (v) no such except where the failure to have, or the suspension or cancellation of, any Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting To the generality knowledge of the foregoingCompany, all material permits, licenses, approvals, filings and registrations and other requisite formalities with neither it nor any Material Subsidiary has received any written notification from any Governmental Authorities in the PRC that are required Authority threatening to be obtained or made in respect of revoke any Subsidiary such person’s Company Permit.
(b) Each of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxationeach Subsidiary is, and their respective local counterpartssince January 1, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC 2002 has compliedbeen, in all material respectscompliance with any Law applicable to such entity or by which any property or asset of such entity is bound or affected, with all applicable Laws of except where the PRC regarding the contribution and payment of its registered capital, other than as failure to be in such compliance would not have a Company Material Adverse Effect.
(bc) Except To the knowledge of the Company, neither it nor any Subsidiary has received any written notification or communication from any Governmental Authority (A) threatening to revoke any such person’s franchise, seat or membership in any securities exchange, commodities exchange or Self-Regulatory Organization, except as would not have a Company Material Adverse Effect, none of the Company, (B) requiring any of its Subsidiaries or any of their respective directors, officers or employees or, such person to the Knowledge of the Company, any agententer into a cease and desist order which if entered into would have a Company Material Adverse Effect, or any other person acting (C) restricting or disqualifying such Person’s activities, except for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of restrictions generally imposed by (1) unlawfully influencing any act rule, regulation or decision of such Government Official in his official capacityadministrative policy on brokers, dealers or investment advisors generally or (2) unlawfully inducing such Government Official to do by a Self-Regulatory Organization on brokers, dealers or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantageinvestment advisors generally, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except except as would not have a Company Material Adverse Effect. For purposes of this Agreement, to “Self-Regulatory Organization” shall have the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any meaning set forth in Section 3(a)(26) of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsExchange Act.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certifications, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Company Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms “Permits”), except where the failure to have, or the suspension or cancellation of, any of such Company the Permits, individually or in the aggregate, would not reasonably be expected to (vx) no such Company Permit shall cease to be effective as a result prevent or delay beyond the Outside Date the consummation of the Transactions, Merger or (viy) no have a Material Adverse Effect. No suspension or cancellations cancellation or proposed adverse modification of any such Company Permit of the Permits is pending or, to the knowledge of the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each to the knowledge of the clauses Company, there have occurred no defaults under, or events giving rise to a right of termination, amendment or cancellation of any such Permits (i) with or without notice, the lapse of time or both), except where the failure to have, or the suspension or cancellation of any of the Permits, individually or in the aggregate, would not reasonably be expected to (viix) above, as would not prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Company Material Adverse Effect. Without limiting the generality As of the foregoingdate of this Agreement, all material permitsneither the Company nor any Company Subsidiary have received or been subject to any written notice, licensescharge, approvalsclaim or assertion or, filings and registrations and other requisite formalities with Governmental Authorities in to the PRC that are required to be obtained or made in respect of any Subsidiary knowledge of the Company incorporated any oral notice, charge, claim or assertion, in each case alleging any violations of Permits, nor to the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary knowledge of the Company that is organized has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the PRC has compliedaggregate, in all material respects, with all applicable Laws would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the PRC regarding the contribution and payment of its registered capital, other than as would not Merger or (y) have a Company Material Adverse Effect.
(b) Except as would not have a Neither the Company Material Adverse Effectnor any Company Subsidiary is in conflict with, none of the Companyor in default, breach or violation of, any of its Subsidiaries Law applicable to the Company or any of their respective directors, officers Company Subsidiary or employees or, to the Knowledge of the Company, by which any agent, property or any other person acting for or on behalf asset of the Company or any Company Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoffis bound or affected, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised material Permit to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of its Subsidiariesthe Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any . As of the registration or reporting requirements date of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effectthis Agreement, neither the Company nor, to nor any of the Company’s Knowledge, any such holder or beneficial owner Company Subsidiaries has received any inquirieswritten notice, notificationsor the knowledge of the Company, orders or oral notice, from any other forms Governmental Authority of official correspondence from SAFE or competent jurisdiction alleging that it is not in compliance in all respects with any of its local branches with respect to any actual or alleged Law, except where such non-compliance with compliance, individually or in the SAFE Rules and Regulationsaggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Material Adverse Effect.
Appears in 1 contract
Permits; Compliance. (a) (iExcept as set forth in Section 5.06(a) The business of the Company Disclosure Schedule, each of the Company and its the Company Subsidiaries is, (i) is and since April 1, 2010, has been, conducted been in compliance in all material respects with any and all Laws applicable to the Company and the Company Subsidiaries or such Subsidiary its business, properties or by assets, except for failures to comply or violations which any propertywould not be materially adverse to the Company and the Company Subsidiaries, asset taken as a whole, or right reasonably expected to materially interfere with the Transactions (including the Merger), and (ii) is in possession of all permits necessary for the Company or such Subsidiary Company Subsidiary, as applicable to own, lease and operate its properties (including the Leased Real Properties) or carry on its business as it is bound now being conducted (the “Company Permits”), except where the failure to have such Company Permit would not be materially adverse to the Company and the Company Subsidiaries, taken as a whole, and no notice suspension or communication cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Since January 1, 2019, (x) neither the Company nor any Company Subsidiary has been sanctioned, fined or penalized for any violation of or failure to comply with any applicable Law, (y) neither the Company nor any Company Subsidiary is, or has been, in conflict with, or in default, breach or violation of, any Company Permit and (z) neither the Company nor any Company Subsidiary has received inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other correspondence with or from any Governmental Authority alleging or asserting noncompliance with applicable Laws or any Company Permit by the Company or any of its Subsidiaries the Company Subsidiaries, except, with respect to any non-compliance with applicable Lawsclauses (x), (iiy) the Company is in material compliance with the applicable listingand (z), corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending orconflicts, to the Company’s Knowledgedefaults, threatened and (vii) each such Company Permit is valid and in full force and effectbreaches or violations that would not, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities individually or in the PRC that are required aggregate, reasonably be expected to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not With respect to transactions in digital assets, (i) the Company and the Company Subsidiaries are, and have a Company Material Adverse Effectbeen, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, in compliance in all material respects with applicable securities and digital asset Laws applicable to the Knowledge of Company and the CompanyCompany Subsidiaries, any agent, or any other person acting for or on behalf and (ii) each of the Company or any Subsidiary (each, a “and each Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type Subsidiary’s digital asset and digital infrastructure activities are and have been conducted at all times in material compliance with applicable requirements of payment that would be unlawful under any relevant securities and digital asset Laws applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Business Combination Agreement (Social Leverage Acquisition Corp I)
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any each of its Subsidiaries with respect to any non-compliance with applicable Laws, (iii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each as of the Company and its Subsidiaries is date of this Agreement, has in possession of effect all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (ivii) each as of the Company and its Subsidiaries is Closing Date, will hold in compliance in effect all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in the case of each this clause (ii), where the failure to possess any of the clauses (i) to (vii) above, as Company Permits would not have a Company Material Adverse Effect. Without limiting the generality As of the foregoingdate of this Agreement, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained no suspension or made in respect cancellation of any Subsidiary of the material Company Permits is pending or, to the knowledge of the Company, threatened in writing. As of the Closing Date, no suspension or cancellation of any of the Company incorporated in Permits will be pending or, to the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws knowledge of the PRCCompany, other than as threatened in writing, except where the failure to possess, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. Each Subsidiary Since January 1, 2009, neither the Company nor any of its Subsidiaries is or has been in conflict with, or in default, breach or violation of, any Law or Company Permit applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment or any of its registered capitalSubsidiaries is bound or affected, other than as except for any such conflicts, defaults, breaches or violations that would not have a Company Material Adverse Effect.
(b) Except The Company and its Subsidiaries have complied in all material respects with (i) the Settlement Agreement, entered into on September 27, 2010, among the United States of America, the Office of Inspector General of the United States Department of Health and Human Services (the “OIG”), the United States Department of Defense TRICARE Management Activity, the United States Department of Veterans Affairs, the Company and Norian Corporation, (ii) the Corporate Integrity Agreement, entered into on September 23, 2010, between the OIG and the Company and (iii) the Assurance of Voluntary Compliance, entered into on May 1, 2009, between the Company and the State of New Jersey, by the Attorney General of the State of New Jersey and the New Jersey Division of Consumer Affairs. The Company and its Subsidiaries have complied with the Divestiture Agreement, entered into on September 23, 2010, among the OIG, the Company and Norian Corporation; provided, however, that the Company and its Subsidiaries may complete the Divesture (as defined in such Divesture Agreement) by a date later than May 24, 2011, so long as (x) the OIG grants an extension pursuant to the terms and conditions of such Divesture Agreement, (y) such extension does not, and would not have a reasonably be expected to, result in or give rise to any adverse consequence to Parent, the Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directorsSubsidiaries (other than a de minimis monetary fine, officers penalty or employees or, to the Knowledge of the Company, any agent, or any other person acting for or payment imposed on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for connection with the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision granting of any Governmental Authority, in each case, in order to assist such extension) and (z) the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation Divestiture is completed by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principalClosing Date.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Merger Agreement (Johnson & Johnson)
Permits; Compliance. (a) (iExcept as set forth in Section 4.06(a) The business of each of the Company Disclosure Schedule, the Company and each of its Subsidiaries isare in possession of all Company Permits, and since April 1except where the failure to possess, 2010or the suspension or cancellation of, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company Permits would not have a Company Material Adverse Effect. No suspension or such Subsidiary cancellation of any of the Company Permits is bound and no notice pending or, to the Knowledge of the Company, threatened, except where the failure to possess, or communication the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is or has been received by in conflict with, or in default, breach or violation of, any Law or Company Permit applicable to the Company or any of its Subsidiaries with respect to or by which any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each property or asset of the Company and or any of its Subsidiaries is in possession of all material Company Permits necessary bound or affected, except for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending orconflicts, to the Company’s Knowledgedefaults, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as breaches or violations that would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permitspermits and licenses by, licenses, or approvals, filings and registrations and other requisite formalities with with, the PRC Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, Subsidiaries and their respective local counterparts, operations have been duly obtained or completed in accordance with applicable Laws of the PRCLaws, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company except for where any such failure to obtain or complete that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except Each of the Company and its Subsidiaries is, and since December 31, 2017, has been, in compliance with all Laws applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, except for any such non-compliance that would not have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation, charge, assertion or review by any Governmental Authority with respect to the Company or any Subsidiary is pending or, threatened, nor has any Governmental Authority alleged any violation of any such Laws or initiated any such investigation or review of the Company or any of its Subsidiaries, except, in each case, as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to .
(i) To the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options Share Awards who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectivelycollectively and including any successor PRC Law, the “SAFE Rules and Regulations”), has complied, in all material respects, complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to (ii) none of the Company’s Knowledge, its Subsidiaries and any such holder or beneficial owner has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations, and (iii) each of the Company, its relevant Subsidiaries and such holder has made all oral or written filings, registrations, reports or any other communications required by SAFE applicable thereto.
Appears in 1 contract
Permits; Compliance. (a) Each of the Company and each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each such entity to own, lease and operate its properties or to carry on its business as it is now being conducted (ithe "Company Permits") The business and no default has occurred under --------------- any such Company Permit, and no written notice of violation has been received from any Governmental Authority, except where the failure to have, or the suspension or cancellation of, or defaults under, or violations of, any Company Permit have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. As of the date hereof, neither the Company nor any Subsidiary has received any written notification from any Governmental Authority threatening to revoke any such Person's material Company Permit.
(b) To the knowledge of the Company, each of the Company and each of its Subsidiaries and Affiliates (with respect to matters relating to the Company's business) is, and since April 1, 2010, at all times has been, conducted in compliance in all material respects with all Laws any Law applicable to the Company such Person or such Subsidiary Affiliate or by which any propertyproperty or asset of such entity is bound or affected, asset or right and has not received written notice of any violation of any such Law.
(c) Since the enactment of the Company or such Subsidiary is bound ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other related rules and regulations of NASDAQpromulgated thereunder (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), (iii) each of the Company has been and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all ------------------ material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result applicable provisions of the Transactions▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents.
(vid) no suspension or cancellations of any such The Company Permit is pending orhas disclosed, based on its most recent evaluation, to the Company’s Knowledge, threatened 's auditors and (vii) each such Company Permit is valid and in full force and effect, except, in case of each the audit committee of the clauses Board of Directors of the Company (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial information and (viiii) aboveany fraud or allegation of fraud, as whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. True, correct and complete copies of any written reports or other correspondence with respect to such disclosures (whether prepared by the Company, its counsel or other advisors) have been provided to Parent prior to the date of this Agreement, except in any instances where providing such reports or other correspondence would constitute a waiver of applicable attorney-client privilege (in which case Parent has been advised of the subject matter thereof).
(e) The Company has not received any complaint, allegation, assertion or claim in writing regarding the accounting practices, procedures, methodologies or methods of the Company or its internal accounting controls, which deals with any matter that would reasonably be expected to have a Company Material Adverse Effect. Without limiting To the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, none knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act when next due.
(f) Since October 1, 2003, neither the Company nor any of its Subsidiaries has effected any securitization transaction or any other "off-balance sheet arrangement" (as defined in Item 303 of their respective directors, officers or employees or, to the Knowledge Regulation S-K of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereofSEC), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Permits; Compliance. (a) (i) The business of each Each of the Company and its Subsidiaries is, and since April 1, 2010, has been, conducted in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (ii) the Company is in material compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits franchises, grants, authorizations, licenses, certifications, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company or the Subsidiaries to own, lease and operate its Subsidiaries properties or to carry on its business as it is in compliance in all material respects with now being conducted (the terms of such "Company Permits"), (v) no such Company Permit shall cease except where the failure to be effective as a result have, or the suspension or cancellation of, any of the Transactions, (vi) no suspension Company Permits would not prevent or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each materially delay consummation of the clauses (i) to (vii) above, as Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality As of the foregoingdate of this Agreement, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained no suspension or made in respect cancellation of any Subsidiary of the Company incorporated in Permits is pending or, to the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws knowledge of the PRCCompany, other than as would not have a threatened. Neither the Company Material Adverse Effect. Each nor any Subsidiary is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company that or any Subsidiary is organized in bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the PRC has complied, in all material respects, with all applicable Laws Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the PRC regarding the contribution and payment of its registered capitalCompany or any Subsidiary is bound, other than as except in either case for any such conflicts, defaults, breaches or violations that would not prevent or materially delay the consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect.
(b) None of the Company or any Subsidiary or any individual who is currently an executive officer, director or, to the knowledge of the Company, employee of the Company or any Subsidiary (i) has been convicted of, charged with or, to the knowledge of the Company, investigated for a Medicare, Medicaid or state health program-related offense, (ii) since January 1, 1999, has been convicted of, charged with or, to the knowledge of the Company, investigated for a violation of Law related to fraud, theft, embezzlement, financial misconduct or obstruction of an investigation, (iii) has been excluded or suspended from participation in Medicare, Medicaid or any federal or state health program, or (iv) since January 1, 1999, has been subject to any Order or any criminal or civil fine or penalty imposed by, any Governmental Authority with respect to any such Medicare, Medicaid or any other federal or state health care program.
(c) Except as disclosed in Section 5.06(c) of the Company Disclosure Schedule, since January 1, 1999, there have been no written notices, citations or decisions by any Governmental Authority that the Company or any Subsidiary fails to meet any applicable standards promulgated by such Governmental Authority for which a plan of correction has not been accepted, and the Company does not know of any such failure or facts upon which such a failure could be alleged except, in either case, as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 5.06(c) of the Company Disclosure Schedule, none of the Company or any Subsidiary has received any notice of any potential deficiency in or violation of any applicable Law or Order relating to the Company or any Subsidiary for which a plan of correction has not been accepted except as would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 5.06(c) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect, none since January 1, 1996, the Company and the Subsidiaries have complied in all material respects with all applicable Laws with respect to the services provided and business operated by the Company and the Subsidiaries.
(d) The Company has made available to Parent prior to the date of this Agreement true and complete copies of (i) all material surveys, reports, notices, inquiries, subpoenas and other correspondence related to any certification, licensure or other inspections, and summaries of all proficiency test results relating to the business of the CompanyCompany and the Subsidiaries for the period from January 1, any 1999 (or, in the case of its Subsidiaries a Subsidiary, from the date such entity became a Subsidiary) through the date hereof; (ii) all material written inquiries, notices, requests for records, subpoenas and correspondence received by the Company or any Subsidiary related to utilization, reimbursement or other audits or investigations relating to the business of their respective directorsthe Company and the Subsidiaries for the period from January 1, officers or employees 1999 (or, to in the Knowledge case of a Subsidiary, from the Company, any agent, date such entity became a Subsidiary) through the date hereof; and (iii) all current licenses or any other person acting for or on behalf certifications of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Clinical Laboratory Improvement Act of 1977, as amended, 1988 and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or thereunder (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal"CLIA").
(ce) Except as disclosed in Section 5.06(e) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any (i) none of the registration Company nor any Subsidiary has engaged in any activities that are prohibited under or reporting requirements would violate Medicare and Medicaid statutes, 42 U.S.C. Sections 1320a-7a and 7b, or the regulations promulgated pursuant to such statutes, or comparable state or local Law or rules of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules professional conduct; (ii) the Company and regulations (collectively, the “SAFE Rules Subsidiaries have timely and Regulations”), has complied, accurately filed in all material respectsrespects all requisite claims and other reports required to be filed in connection with all applicable state and federal Medicare and Medicaid programs due on or before the date of this Agreement; (iii) there is no arrangement providing for any rebates, kickbacks or other forms of compensation that is unlawful to be paid to any person or entity in return for the referral of business or for the arrangement for recommendation of such referrals; and (iv) none of the Company nor any Subsidiary has any financial arrangement which render any of its billings unlawful pursuant to the Stark Law or comparable ▇▇▇▇▇ ▇aw.
(f) ▇▇ ▇he knowledge of the Company, all agreements of the Company and the Subsidiaries with such reporting and/or registration requirements under third-party payors were entered into by the SAFE Rules and Regulations with respect to its investment Company or a Subsidiary, as the case may be, in the Companyordinary course of business. The Company and the Subsidiaries are in compliance with each of their respective third-party payor agreements, and the Company and the Subsidiaries have properly charged and billed in accordance with the terms of their respective third-party payor agreements, including, where applicable, billing and collection of all deductibles and co-payments, except for any such violations that would not reasonably be expected to have a Company Material Adverse Effect.
(g) Except as disclosed in Section 5.06(g) of the Company Disclosure Schedule, (i) no right of the Company or any Subsidiary to receive reimbursements pursuant to any government program or private program has ever been terminated or suspended as a result of any investigation or action whether by any Governmental Authority or other third party, (ii) none of the Company nor any Subsidiary has since January 1, 1999 received notice from any Governmental Authority that it has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency for the purpose of any alleged improper activity on the part of such entity, other than routine audits or inquiries and other than those which would not reasonably be expected to have a Company Material Adverse Effect, neither (iii) none of the Company nor, to the Company’s Knowledge, nor any such holder or beneficial owner Subsidiary has received any inquirieswritten notice of deficiency from a Governmental Authority in connection with its operations for which a plan of correction has not been accepted, notificationsand (iv) none of the Company nor any Subsidiary has received any written notice of any claim, orders requirement or demand of any licensing, accrediting or certifying agency to rework or redesign their operations or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulationspart thereof.
Appears in 1 contract
Sources: Merger Agreement (Unilab Corp /De/)
Permits; Compliance. (a) (i) The business Each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its Subsidiaries isproperties or to carry on its business as it is now being conducted and substantially as described in the Company’s SEC Reports filed prior to the date hereof (the “Permits”), and since April 1all such Permits are valid, 2010and in full force and effect, has beenexcept where the failure to have, conducted or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Permits would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (C) have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (ii) any Permits, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (C) have a Material Adverse Effect. Since the enactment of SOX, the Company and each of its officers and directors have been and are in compliance in all material respects with all Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound and no notice or communication has been received by the Company or any of its Subsidiaries with respect to any non-compliance with applicable Laws, (iiA) the Company is in material compliance with applicable provisions of SOX and the related rules and regulations promulgated thereunder and under the Exchange Act and (B) the applicable listing, listing and corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all material Company Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) each of the Company and its Subsidiaries is in compliance in all material respects with the terms of such Company Permits, (v) no such Company Permit shall cease to be effective as a result of the Transactions, (vi) no suspension or cancellations of any such Company Permit is pending or, to the Company’s Knowledge, threatened and (vii) each such Company Permit is valid and in full force and effect, except, in case of each of the clauses (i) to (vii) above, as would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all material permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the PRC that are required to be obtained or made in respect of any Subsidiary of the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the Ministry of Commerce, State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation, and their respective local counterparts, have been duly completed in accordance with applicable Laws of the PRC, other than as would not have a Company Material Adverse Effect. Each Subsidiary of the Company that is organized in the PRC has complied, in all material respects, with all applicable Laws of the PRC regarding the contribution and payment of its registered capital, other than as would not have a Company Material Adverse EffectNasdaq.
(b) Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees or, to the Knowledge of the Company, any agent, or any other person acting for or on behalf of the Company or any Subsidiary (each, a “Company Affiliate”) has (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law, (ii) offered, paid, promised to pay, or authorized any unlawful payment or transfer of money or anything else of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office (each, a “Government Official”) for the purpose of (1) unlawfully influencing any act or decision of such Government Official in his official capacity, (2) unlawfully inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) unlawfully securing any improper advantage, or (4) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person, (iii) taken any action or failed to take any action that, directly or indirectly, would otherwise constitute a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any other applicable anti-bribery or anti-corruption law, or (iv) taking any action or failed to take any action that, directly or indirectly, would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal.
(c) Except as would not have a Company Material Adverse Effect, to the Company’s Knowledge, each holder or beneficial owner of Shares and/or Company Options who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Except as would not have a Company Material Adverse Effect, neither the Company nor, to the Company’s Knowledge, any such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.
Appears in 1 contract
Sources: Securities Purchase Agreement (Pathmark Stores Inc)