Structure of the Company Sample Clauses
Structure of the Company. 3.1 Meeting of the Board On the Completion Date, Able Star shall procure the holding of a meeting of the Board and the passing thereat of resolutions:-
3.1.1 approving the transfer of 95,071,670 ‘A’ Shares from the ‘A’ Shareholders to SES Finance and the transfer of 38,036,305 ‘C’ Shares from the ‘C’ Shareholders to SES Finance and the registration of SES Finance as a member of the Company in respect of such Shares;
3.1.2 approving the transfer of 16,968,330 ‘A’ Shares from the ‘A’ Shareholders to Able Star and the transfer of 6,788,695 ‘C’ Shares from the ‘C’ Shareholders to Able Star and the registration of Able Star as the holder of such Shares;
3.1.3 convening a meeting of the Shareholders of the Company immediately following the adjournment of the meeting of the Board for the purposes referred to in Clause 3.2.
3.2 Meeting of the Shareholders of the Company Upon the calling of the meeting of the Shareholders of the Company the Shareholders shall give consents to short notice in respect of such meeting and shall attend and vote thereat in favour of resolutions (in such form as shall have been previously approved by the Shareholders):
3.2.1 redesignating the 16,968,330 ‘A’ Shares held by Able Star as ‘X’ Ordinary Shares and the 95,071,670 ‘A’ Shares held by SES Finance as ‘Y’ Ordinary Shares;
3.2.2 redesignating all the ‘B’ Shares held by Able Star as ‘X’ Ordinary Shares;
3.2.3 redesignating: (i) 4,099,645 of the 6,788,695 ‘C’ Shares held by Able Star as ‘X’ Ordinary Shares;
Structure of the Company. 2.1 The annual board meeting which shall be held prior to the annual shareholders meeting, shall review , among others, the implementation of the Business Plan (as defined below).
2.2 The Board of Directors shall consist of five (5) Directors and two (2) supervisors to be nominated by the Parties as follows:
Structure of the Company. 3.1. In order to effect the Acquisition, the Company will be capitalised initially by the issue of the following classes of Ordinary Shares:
3.1.1. ‘A’ Ordinary Shares to be issued to XXXXXXXXX (48% of the issued share capital);
3.1.2. ‘A’ Ordinary Shares to be issued to XXXXXXXXX (48% of the issued share capital); and
3.1.3. ‘B’ Ordinary Shares to be issued to WASC (4% of the issued share capital);
3.2. The A and B Ordinary Shares will rank pari passu in all respects regarding voting, dividends, returns of capital.
Structure of the Company. 5.1 The information contained in Schedule 1 is up-to-date, true, accurate and complete in all material respects and is not misleading.
5.2 The Company has been duly incorporated and validly exists under the laws of its Incorporation Jurisdiction set out in Schedule 1. The Company has been registered in accordance with and is in full compliance with the Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong).
5.3 Except as disclosed in Schedule 1, the Company has no subsidiary or shares or interest in any company or corporation nor does it have any interest in any partnership, association, corporation, firm or other entity.
5.4 The certified copy of the articles of association (or equivalent constitutional documents of the Company in its Incorporation Jurisdiction) of the Company which have been initialled and supplied to the Purchaser are complete, accurate and up-to-date in all material respects, have attached to them copies of all resolutions and other documents required by law to be so attached and fully set out in the rights and restrictions attaching to each class of share capital of the Company. There is no shareholders agreement, joint venture agreement or other similar agreement in relation to the Company.
Structure of the Company. The Operating Partnership is structured as an umbrella partnership REIT, or UPREIT. In 1993, we contributed our net assets to the Operating Partnership in exchange for the sole general partner interest in the Operating Partnership and the majority of all the Operating Partnership’s initial capital. We substantially conduct our operations through the Operating Partnership. The Operating Partnership owns, either directly or indirectly through other subsidiaries, all of our assets. This UPREIT structure enables us to comply with certain complex requirements under the federal tax rules and regulations applicable to REITs, and to acquire MH and RV communities in transactions that defer some or all of the sellers’ tax consequences. The financial results of the Operating Partnership and our other subsidiaries are consolidated in our Consolidated Financial Statements. The financial results include certain activities that do not necessarily qualify as REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”). We have formed taxable REIT subsidiaries, as defined in the Code, to engage in such activities. We use taxable REIT subsidiaries to offer certain services to our residents and engage in activities that would not otherwise be permitted under the REIT rules if provided directly by us or by the Operating Partnership. The taxable REIT subsidiaries include our home sales business, SHS, which provides manufactured home sales, leasing, and other services to current and prospective tenants of the Properties.
Structure of the Company