BTFE definition
Examples of BTFE in a sentence
The type of limited liability entity shall be as required under the laws and regulations of the PRC and any other relevant local or provincial laws or regulations governing the providence where the Manufacturing Facility (as defined below) shall be located (collectively, the "PRC Laws") and the legal name thereof in English shall be such as the parties shall mutually agree upon, provided, however, that the final form of entity must be approved by each of BTFE and Master Gain.
Offshore Newco will maintain capital accounts of for BTFE and Master Gain in accordance with the requirements of Section 1.704-1(b)(2)(iv) of the Income Tax Regulations ("Regulations") promulgated under the Code, and shall otherwise comply with the requirements of such Income Tax Regulations with respect to allocations of profits and losses as determined for book purposes and allocations of income, gain, loss, deduction and credit for U.S. federal income tax purposes.
To the extent the governance structure set forth in this Section 13 is not available due to any PRC Law or other applicable law, the parties shall work together to determine a governance structure that complies with all requirements of the PRC Law or such other applicable law, provided, however, that any governance structure selected must be approved by both BTFE and Master Gain.
To the extent that Offshore Newco, China Newco or an Additional Entity seeks or obtains additional capital in the form of loans from third parties (including financial institutions), none of BT, BTFE or Master Gain shall be required to provide such lender credit enhancements in the form of guaranties or otherwise.
BTFE and Master Gain shall each make an initial cash capital contribution to Offshore Newco in the amount of US$25,000, for an aggregate initial capital contribution of US$50,000 (the "Initial Capitalization").
Master Gain, BTFE and Offshore Newco, as applicable, shall enter into operating agreements related to Offshore Newco and China Newco, pursuant to which each would agree to vote their equity interests in such a manner as to cause each board of directors to be comprised of six (6) members, three (3) of whom shall be nominees of and elected by BTFE (the "BT Directors") and three (3) of whom shall be nominees of and elected by Master Gain (the "Master Gain Directors").
Except as otherwise provided herein, any distributions of cash flow from Offshore Newco (including, without limitation, cash flow attributable to any entity within the Newco Group) that are attributable to the operation of the business of Offshore Newco (or any entity within the Newco Group) shall be distributed to BTFE and Master Gain in accordance with their respective Economic Interests as set forth in Section 3(a).
The repayment of Offshore Newco's capital contribution by China Newco and the distribution of dividends and/or earnings and profits from China Newco to Offshore Newco and from Offshore Newco to BTFE and Master Gain, shall be determined by mutual agreement of the parties, subject to applicable law.
As and to the extent that Offshore Newco requires additional cash capital in excess of the Initial Capitalization and Master Gain Investment, as determined by the mutual agreement of the parties, such cash capital shall be provided jointly and equally by Master Gain and BTFE up to a combined total value of US$1,000,000 (i.e., US$500,000 each).
After five (5) years from the Effective Date, if either BTFE or Master Gain (the "Selling Party") receives a bona fide offer to purchase all, but not less than all, of its ownership interest in Offshore Newco, which it desires to accept, such Selling Party must first offer to sell such ownership interest to the other party (the "Non-Selling Party") by giving written notice of the offer, including the offer price and offer terms, to the Non-Selling Party (the "Offer Notice").