INTAGE definition
Examples of INTAGE in a sentence
If the Subsequent Adjustment Amount is a positive number, then INTAGE shall promptly (and in any event within three (3) Business Days) after the determination of the Closing Net Assets or Final Adjustment Amount (as the case may be) pay the USD equivalent of the Subsequent Adjustment Amount to XSEL, by wire transfer in immediately payable funds.
If the Subsequent Adjustment Amount is a negative number, then XSEL shall promptly (and in any event within three (3) Business Days) after the determination of the Closing Net Assets or Final Adjustment Amount (as the case may be) pay the JPY equivalent of the Subsequent Adjustment Amount to INTAGE, by wire transfer in immediately available funds.
Each Seller shall cooperate in good faith with INTAGE Shanghai, and take such acts as reasonably requested by INTAGE Shanghai, necessary for the Company to acquire a new Business License indicating that INTAGE Shanghai has acquired the Minority Company Equity, and such other necessary licenses and registrations including but not limited to a Foreign-related Investigation License which is necessary for the Company to engage in the same business as the Company is engaged in as of the Effective Date.
XSEL shall sell and transfer the Holdco Shares to INTAGE and INTAGE shall purchase the Holdco Shares from XSEL resulting in INTAGE’s indirect acquisition of the Majority Company Equity.
Except with the prior written Consent of INTAGE, XSEL agrees and undertakes to the Buyers that for the period from the Closing Date to the date on which INTAGE is duly registered as the legal and beneficial owner of the Holdco Shares following stamping of the documents referred to in Section 1.4(a)(i) by the Hong Kong Stamp Office, neither it nor its Representatives shall cause or allow any meetings of the Holdco board or shareholders or the passage of any resolution of Holdco board or shareholders.
As soon as practicable after the Effective Date, XSEL shall incorporate Holdco under the laws of Hong Kong (the “Holdco Incorporation”) under the corporate name and with company details to be set forth in the Organizational Documents as determined by INTAGE in its sole discretion.
For the avoidance of doubt, such costs and expenses shall include but not be limited to legal fees, registration fees, registered office fees for incorporation of the Holdco and transfer of the Holdco Shares to INTAGE, provided that any stamp duty payable in Hong Kong in connection with the transfer of the Holdco Shares shall be borne equally between XSEL and INTAGE.
SIGNED, SEALED AND DELIVERED ) as a deed poll by ) for and on behalf of ) [INTAGE Inc.][INTAGE Marketing] ) Consulting (Shanghai) Co., Ltd.][Xinhua ) Sports & Entertainment Limited] [BeijingTaide ) Advertising Co., Ltd.] ) in the presence of: ) Name: Address: Title: INTAGE Inc.
Xinhua Sports & Entertainment Limited By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: Title: ▇▇▇▇▇ ▇▇▇▇▇ President and Representative Director Name: Title: ▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer INTAGE Marketing Consulting (Shanghai) Co., Ltd.
Xinhua Sports & Entertainment Limited By: By: Name: Name: Title: Title: INTAGE Marketing Consulting (Shanghai) Co., Ltd.