WFOE Sample Clauses
The WFOE clause defines the role and legal status of a Wholly Foreign-Owned Enterprise (WFOE) within the context of the agreement. Typically, this clause clarifies that the WFOE is a company established in China that is entirely owned by foreign investors, and it may specify the WFOE's responsibilities, rights, or obligations under the contract. For example, it might outline the WFOE's authority to enter into agreements, hold assets, or conduct business operations in China. The core function of this clause is to ensure all parties understand the legal entity involved and to allocate rights and responsibilities accordingly, thereby reducing ambiguity and legal risk in cross-border transactions.
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WFOE. The Company shall not cause or permit any WFOE to engage in or be involved in any merger, consolidation, liquidation, sale, exchange or other disposition of all or substantially all of its assets, or other reorganization, recapitalization or equity structure change, if such transaction would result in the recognition of material taxable income for US federal income tax purposes in a taxable year of the Company prior to the taxable year in which the Company realized cash proceeds of such transaction commensurate with the amount of such taxable income.
WFOE. (In this Agreement, the above parties are hereinafter referred to individually as a “Party” and collectively as the “Parties”.)
WFOE. The registered capital of the WFOE is and immediately prior to and following the Closing shall be RMB 8,000,000, 100% of which has contributed by the Holdco Subsidiary.
WFOE. The registered capital of the WFOE is and immediately following the Closing shall be RMB70,000,000, none of which has been contributed. The HK Company owns 100% of the registered capital of the WFOE.
WFOE. The HK Company shall procure the WFOE, once formed, to join in and be bound by the terms of this Agreement by executing a joinder agreement.
WFOE. The registered capital of the WFOE is set forth opposite its name on Section 3.2(i) of the Disclosure Schedule, and the HK Company is the sole record and beneficial owner of such registered capital.
WFOE. The registered capital of each WFOE is set forth opposite its name on Section 3.02(e) of the Company Disclosure Schedule, together with an accurate list of the record and beneficial owners of such registered capital.
WFOE. Guangzhou Huanju Shidai Information Technology Co., Ltd. (seal)
WFOE. Subject to the consummation of the Share Exchange Transaction, the Company represents on behalf of WFOE, and, upon consummation of the Share Exchange Transaction, an indirect wholly-owned subsidiary of the Company:
(i) that WFOE has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each of agreements as set forth on Schedule 2.1(gg) (collectively, the “Restructuring Agreements”) to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Restructuring Agreements to which it is a party; and each of the Restructuring Agreements to which WFOE is a party constitutes a valid and legally binding obligation of WFOE, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(ii) that WFOE does not own or lease properties or conduct any business outside of the PRC and that WFOE does not need to be duly qualified as a foreign corporation for the transaction of business under the laws of any jurisdiction in which it is not now so qualified.
(iii) that the execution and delivery by WFOE of, and the performance by WFOE of its obligations under, each of the Restructuring Agreements to which it is a party and the consummation by WFOE of the transactions contemplated therein will not: (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which WFOE is a party or by which WFOE is bound or to which any of the properties or assets of WFOE is subject; (B) result in any violation of the provisions of the articles of association or business license of WFOE; and (C) will not result in any violation of any laws, regulations, rules, orders, decrees, guidelines or notices of the PRC, except that, with respect to (A) and (C), such conflict, breach or violation would not reasonably be expected to have a Material Adverse Effect on WFOE.
(iv) that each of the Restructuring Agreements is in proper and enforceable legal form under the laws of the PRC and to ensure the legality, validity, enforceability or admissibility in evidence of each of the Restru...
WFOE. Notwithstanding the non-assignable provision of the license grants in Sections 2.1.1., 2.1.2, and 2.1.3 above, ChiLin may assign or sublicense the rights set forth in Sections 2.1.1, 2.1.2, and 2.1.3 above to the Cayman Subsidiary, ChiLin may sublicense the rights set forth in Section 2.1.1, 2.1.2 and 2.