YIL definition
Examples of YIL in a sentence
This Agreement contemplates a tax-free exchange of all the Shares of YIL, GSHS, GYTC and ZZLL pursuant to §351 of the Internal Revenue Code.
At the Closing, the Seller shall transfer its share certificates of YIL, GSHS and GYTC to ZZLL and ZZLL shall issue its share certificates for 12,000,000 ZZLL Shares to Seller in accordance with Section 1.01 above.
Following the "Closing" of the Exchange Transaction, it is contemplated that YIL, GSHS and GYTC will remain in existence as wholly-owned subsidiaries of ▇▇▇.
As promptly as practicable following the satisfaction or waiver of the conditions to the Parties' respective obligations hereunder, at the Effective Time (as defined in Section 1.03) and pursuant to the terms hereof, the Seller shall transfer all the common stock of YIL, GSHS and GYTC (collectively referred to as the “Seller’s Stock”) to ZZLL’s subsidiary company, ▇▇▇.
To YIL's Knowledge, YIL is in compliance with all federal, state and local laws and regulations of any Governmental Authority applicable to its operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not, individually or in the aggregate, have a Material Adverse Effect.
There is no Action pending or threatened against YIL that, individually or in the aggregate, directly or indirectly, would be reasonably likely to have a Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against YIL, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.
YIL has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Exchange.
YIL acknowledges and understands that the YIL Financial Statements must be audited and reviewed as required by the rules and regulations of the SEC in a timely fashion so that SHC, when it becomes subject to the SEC reporting obligations, will remain current in its reporting obligations and that this audit and review process is an on-going obligation which will continue after the Closing.
YIL has one wholly-owned subsidiary known as Guangzhou Smart Fame Commerical and Trading Co. Ltd.
YIL has not, nor to YIL's Knowledge have any of its officers, directors, employees or managers, employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders' fees, advisory fees or consulting fees in connection with the Exchange for which YIL has or could have any liability.