Common use of Payments in Foreign Currency Clause in Contracts

Payments in Foreign Currency. Except as disclosed in Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations of the Cayman Islands, all dividends and other distributions declared and payable on the Offered Securities may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into foreign currency and freely transferred out of the Cayman Islands and all such payments made to holders thereof or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands or any taxing authority thereof or therein. (ooo) Cybersecurity. There has been no security breach or attack or other compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of its tenants, employees, vendors and any third party data maintained by or on behalf of it), equipment or technology (“IT Systems and Data”) and (i) the Company has not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach, attack or compromise to their IT Systems and Data, except in each case that would not reasonably be expected to have a Material Adverse Effect, (ii) the Company has complied, and is presently in compliance, with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriter in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (UTA Acquisition Corp), Underwriting Agreement (UTA Acquisition Corp)

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Payments in Foreign Currency. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations of the Cayman IslandsIslands and any political subdivision thereof, all dividends and other distributions declared and payable on the Offered Securities may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into foreign currency and freely transferred out of the Cayman Islands and all such payments made to holders thereof or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein. (ooo) Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained commercially reasonable controls, policies, procedures and safeguards to protect their material confidential information and all other personal, personally-identifiable, sensitive or regulated data or information in their possession or under their control (collectively “Data”) from unauthorized access, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has been no security breach or attack of, or other unauthorized access to or compromise of or relating to any of of, the Company’s information technology and computer systems, networks, hardware, software, data IT Systems (including the data of its tenants, employees, vendors and any third party data maintained by or on behalf of itan “Incident”), equipment except for those that have been remedied without material cost or technology (“IT Systems liability or the duty to notify any persons or entities, and Data”) and (i) the there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, an Incident or any security breach, attack other unauthorized access to or compromise to their IT Systems and of any Data, except in each case that would not reasonably be expected to have a Material Adverse Effect, (ii) the . The Company has complied, and is presently in compliance, within all material respects, with all applicable lawslaws or statutes and all judgments, statutes or any judgmentorders, order, rule or regulation rules and regulations of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standardsauthority, internal policies and contractual obligations relating to the privacy and security of the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized access, use, accessmisappropriation, misappropriation disclosure, modification, encryption or modification and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practicesdestruction. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriter Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the each Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (VG Acquisition Corp.)

Payments in Foreign Currency. Except as disclosed in the Registration Statement, the Statutory Prospectus General Disclosure Package and the Final Prospectus, under current laws and regulations of the Cayman Islands, Hong Kong and any political subdivision thereof, all dividends and other distributions declared and payable on the Offered Securities Shares may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into foreign currency and freely transferred out of the Cayman Islands and Hong Kong, and all such payments made to holders thereof or therein who are non-residents of the Cayman Islands or Hong Kong will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands and Hong Kong or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands Islands, Hong Kong or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands Islands, Hong Kong or any political subdivision or taxing authority thereof or therein. , and (oooii) Cybersecurity. There has been no security breach or attack or other compromise of or relating to any of provided that the Company’s information technology shareholders or beneficial owners who are PRC residents comply with the Circular on Foreign Exchange Administration Involved in Overseas Investment, Financing and computer systemsRoundtrip Investment Conducted by PRC Residents via Offshore Special Purpose Vehicles issued on July 4, networks2014 by the SAFE, hardwareall dividends and other distributions out of accumulated profits determined in accordance with PRC accounting standards and regulations, software, data lawfully declared and payable on the share capital of the Controlled Entities that are organized or resident in the PRC may under the current laws and regulations of the PRC be converted into foreign currency (including the data of its tenants, employees, vendors and any third party data maintained by or on behalf of it), equipment or technology (“IT Systems and Data”United States dollars) and (i) may be freely transferred out of the Company has not been notified ofPRC in any currency, provided that the payment and the remittance of such dividends and other distributions outside of the PRC complies with the procedures required by the relevant laws and regulations of the PRC relating to foreign exchange, and have no knowledge of such dividends and other distributions are not subject to any event or condition that would reasonably be expected to result in, any security breach, attack or compromise to their IT Systems taxes under the laws and Data, except in each case that would not reasonably be expected to have a Material Adverse Effect, (ii) the Company has complied, and is presently in compliance, with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by any officer or director regulations of the Company and delivered to the Representative or counsel for the Underwriter in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the UnderwriterPRC.

Appears in 1 contract

Samples: Underwriting Agreement (Yatsen Holding LTD)

Payments in Foreign Currency. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations of the Cayman IslandsIslands and any political subdivision thereof, all dividends and other distributions declared and payable on the Offered Securities may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into foreign currency and freely transferred out of the Cayman Islands and all such payments made to holders thereof or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein. (ooo) Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained commercially reasonable controls, policies, procedures and safeguards to protect its material confidential information and all other personal, personally-identifiable, sensitive or regulated data or information in their possession or under their control (collectively “Data”) from unauthorized access, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has been no security breach or attack of, or other unauthorized access to or compromise of or relating to any of of, the Company’s information technology and computer systems, networks, hardware, software, data IT Systems (including the data of its tenants, employees, vendors and any third party data maintained by or on behalf of itan “Incident”), equipment except for those that have been remedied without material cost or technology (“IT Systems liability or the duty to notify any persons or entities, and Data”) and (i) the there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, an Incident or any security breach, attack other unauthorized access to or compromise to their IT Systems and of any Data, except in each case that would not reasonably be expected to have a Material Adverse Effect, (ii) the . The Company has complied, and is presently in compliance, within all material respects, with all applicable lawslaws or statutes and all judgments, statutes or any judgmentorders, order, rule or regulation rules and regulations of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standardsauthority, internal policies and contractual obligations relating to the privacy and security of the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized access, use, accessmisappropriation, misappropriation disclosure, modification, encryption or modification and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practicesdestruction. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriter Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the each Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (VG Acquisition Corp.)

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Payments in Foreign Currency. Except as disclosed in the Registration Statement, the Statutory Prospectus General Disclosure Package and the Final Prospectus, (i) under current laws and regulations of the Cayman IslandsIslands and Hong Kong and any political subdivision thereof, all dividends and other distributions declared and payable on the Offered Securities Shares may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into foreign currency and freely transferred out of the Cayman Islands and Hong Kong without the necessity of obtaining any governmental authorization in the Cayman Islands and Hong Kong or any political subdivision or taxing authority thereof or therein, and all such payments made to holders thereof or therein who are non-residents of the Cayman Islands or Hong Kong will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands and Hong Kong or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands and Hong Kong or any political subdivision or taxing authority thereof or therein. (ooo) Cybersecurity. There has been no security breach or attack or other compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of its tenants, employees, vendors and any third party data maintained by or on behalf of it), equipment or technology (“IT Systems and Data”) and (i) the Company has not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach, attack or compromise to their IT Systems and Data, except in each case that would not reasonably be expected to have a Material Adverse Effect, (ii) all dividends and other distributions out of accumulated profits determined in accordance with PRC accounting standards and regulations, declared and payable on the Company has compliedshare capital of the Controlled Entities that are organized or resident in the PRC may under the current laws and regulations of the PRC be converted into foreign currency (including United States dollars) and may be freely transferred out of the PRC in any currency, provided that the payment and the remittance of such dividends and other distributions outside of the PRC complies with the procedures required by the relevant laws and regulations of the PRC relating to foreign exchange, and is presently in compliance, with, all applicable laws, statutes or such dividends and other distributions are not subject to any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority taxes under the laws and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by any officer or director regulations of the Company and delivered to the Representative or counsel for the Underwriter in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the UnderwriterPRC.

Appears in 1 contract

Samples: Underwriting Agreement (QUHUO LTD)

Payments in Foreign Currency. Except as disclosed in the Registration Statement, the Statutory Prospectus General Disclosure Package and the Final Prospectus, under current laws and regulations of the Cayman Islands, Hong Kong and any political subdivision thereof, all dividends and other distributions declared and payable on the Offered Securities Shares may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into foreign currency and freely transferred out of the Cayman Islands and Hong Kong, and all such payments made to holders thereof or therein who are non-residents of the Cayman Islands or Hong Kong will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands Islands, Hong Kong or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands Islands, Hong Kong or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands Islands, Hong Kong or any political subdivision or taxing authority thereof or therein. (ooo) Cybersecurity. There has been no security breach or attack or other compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of its tenants, employees, vendors and any third party data maintained by or on behalf of it), equipment or technology (“IT Systems and Data”) and (i) the Company has not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach, attack or compromise to their IT Systems and Data, except in each case that would not reasonably be expected to have a Material Adverse Effect, (ii) all dividends and other distributions out of accumulated profits determined in accordance with PRC accounting standards and regulations, declared and payable on the Company has compliedshare capital of the Subsidiaries that are organized or resident in the PRC may under the current laws and regulations of the PRC be converted into foreign currency (including United States dollars) and may be freely transferred out of the PRC in any currency, provided that the payment and the remittance of such dividends and other distributions outside of the PRC complies with the procedures required by the relevant laws and regulations of the PRC relating to foreign exchange, and is presently in compliance, with, all applicable laws, statutes or such dividends and other distributions are not subject to any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority taxes under the laws and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by any officer or director regulations of the Company and delivered to the Representative or counsel for the Underwriter in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the UnderwriterPRC.

Appears in 1 contract

Samples: Underwriting Agreement (Adagene Inc.)

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