VIE Agreements. (i) The description of the corporate structure of the Company and each of the contracts among WFOE, and Gansu QLS and Gansu QLS’s shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the captions “Our History and Corporate Structure” and “Related Party Transactions” and filed as Exhibits 10.3 through 10.6 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Prospectus.
VIE Agreements i. The description of the corporate structure of the Company and each of the contracts among Xinjiang United Family, the UFG Entities and the UFG Entities’ shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure—The United Family Group” and filed as Exhibits 10.3 through 10.7 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Prospectus.
VIE Agreements. Each of the VIE Agreements has been duly authorized, executed and delivered by the parties thereto, and constitutes valid and binding obligations of the parties thereto, enforceable against such parties in accordance with its terms, subject to the Bankruptcy and Equity Exception, and there is no enforceable agreement or understanding to rescind, amend or change the nature of such captive structure or material terms of the VIE Agreements. The VIE Agreements are adequate to enable the financial statements of each Group Company that is a party to a VIE Agreement to be consolidated with those of the Company in accordance with U.S. GAAP. The Company has furnished or made available to the Investor, prior to the date thereof, true, correct and complete copies of all VIE Agreements, including as part of the SEC Documents.
VIE Agreements. Both Kingold and Vogue-Show have duly executed and delivered the VIE Agreements, as attached to the Reverse Acquisition Agreement, to which it is a party and all necessary corporate actions to authorize the execution, delivery and performance of such documents have been taken. Each of the VIE Agreements constitutes a legal, valid and binding obligation of each of the parties thereto, enforceable against such party in accordance with their respective terms. the execution, delivery and performance of the VIE Agreements by each of Vogue-Show and Kingold do not result in (i) any violation of the provisions of the articles of association, business license or other constitutive documents of such party, or (ii) any violation of any applicable PRC laws and regulations. The VIE Agreements are perpetual in nature.
VIE Agreements. Each of the VIE Parties, as applicable, has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform their respective obligations under the Exclusive Technical Consulting and Services Agreement (2013), the Equity Option Agreements (February 2013), the Equity Interest Pledge Agreements (February 2013), the Trustee Arrangement Letters (18 September 2012), and the Loan Agreements (September 2012), entered into by and among Beijing Tapjoy, Tapjoy Wireless, [***] and/or the Company, as the case may be (collectively, the “VIE Agreements”) and has taken all necessary corporate action to authorize the execution, delivery and performance of, and have authorized, executed and delivered, each of the VIE Agreements. Each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, and is enforceable, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization moratorium or Applicable Laws affecting creditor’s rights or by equitable principles relation to enforceability. The execution and delivery by the VIE Parties, and the performance by the VIE Parties of their respective obligations under, each of the VIE Agreements to which he, she, or it is a party, and the consummation by the VIE Parties of the transactions contemplated therein did not, does not and will not: (i) 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, lease, loan agreement or other agreement or instrument to which such VIE Party is a party or by which such VIE Party is bound or to which any of the properties or assets of such VIE Party are subject or (ii) result in any violation of the provisions of constitutional documents or business licenses of such VIE Party, as the case may be; or (iii) result in any direct violation of any statute of the PRC or any order, rule or regulation of any PRC governmental agency having jurisdiction over such VIE Party or any of its respective properties. The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of Beijing Tapjoy, through, among other things, its contractual rights to direct the Chinese Shareholders as to the exercise of their voting rights. No consent, approval, authorization or order of, or filing or registration with, any person (including any governmental agency or bo...
VIE Agreements i. The description of the corporate structure of the Company and each of the contracts among Jiangyin Huayuecheng New Material and Technology Limited (“WFOE”) and Huarui China and Huarui China’s shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the captions “VIE Structure” and “Business – Contractual Arrangements” and filed as Exhibits 10.1 through 10.5 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Prospectus.
VIE Agreements i. The description of the corporate structure of the Company and each of the contracts among Inner Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd., and each of YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd., Inner Mongolia YanGuFang Whole Grain Industry Development Co., Ltd. and Inner Mongolia YanGuFang Contract Farming Development Co., Ltd. (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure – Contractual Arrangements with the VIEs” and filed as Exhibits 10.1 through 10.4 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus.
VIE Agreements. Each of the VIE Agreements has been duly authorized, executed and delivered by the parties thereto, and constitutes valid and binding obligations of the parties thereto, enforceable against such parties in accordance with its terms, subject to the Bankruptcy and Equity Exception, and there is no enforceable agreement or undertaking to rescind, amend or change the nature of such captive structure or material terms of the VIE Agreements. The VIE Agreements do not violate the laws and regulations of PRC which are effective as of the date of this Agreement, or the articles of association of the parties of such VIE Agreements. The VIE Agreements are adequate to enable the financial statements of each Group Company that is a party to a VIE Agreement to be consolidated with those of the Company in accordance with GAAP.
VIE Agreements i. The description of the corporate structure of the Company and each of the contracts among Zhongruiyuan, AoKai Fa and AoKai Fa’s shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Organization and Nature of Operations — Reorganization” and filed as Exhibits 10.1 through 10.3 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the Consolidated Affiliated Entity taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Prospectus.
VIE Agreements. (i) The description of each of the agreements described under the caption “Our History and Corporate Structure” in the Registration Statement, General Disclosure Package and Final Prospectus relating to our corporate structure, to which any of AmazGame, Gamease and the shareholders of Gamease is a party (collectively, the “VIE Agreements”), is true and correct in all material respects, and all material agreements relating to our corporate structure have been so disclosed. Each party of the VIE Agreements has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform their respective obligations under the VIE Agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and have authorized, executed and delivered, each of the VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting creditors’ rights or by equitable principles relating to enforceability.
