Target Entities Sample Clauses

Target Entities. (a) Each of the Target Entities is duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of organization, and each of the Target Entities has all necessary organizational power and authority to carry on the Business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. All of the Target Entity Shares have been duly authorized and validly issued and are fully paid and non-assessable, and, except for the shares in CJSC ▇▇▇▇▇ ▇▇▇▇ (Russia) held by OAO ▇▇▇▇, such Target Entity Shares collectively constitute all of the issued and outstanding equity interests of the Target Entities. Except for the Target Entity Shares and the shares in CJSC ▇▇▇▇▇ ▇▇▇▇ (Russia) held by OAO ▇▇▇▇, there are no outstanding securities or other similar ownership interests of any class or type of or in any of the Target Entities. There are no outstanding options, warrants, calls, purchase rights, subscription rights, exchange rights or other rights, convertible securities, agreements or commitments of any kind pursuant to which any of the Target Entities is or may become obligated to (i) issue, transfer, sell or otherwise dispose of any of its securities, or any securities convertible into or exercisable or exchangeable for its securities, or (ii) redeem, purchase or otherwise acquire any outstanding securities of any of the Target Entities. (b) As of the date of this Agreement and without giving any effect to the Pre-Closing Restructuring, each of the Purchased Entity Shares is owned by the Seller Entities as indicated on Section 3.2 of the Seller Disclosure Schedules. (c) As of immediately prior to the Closing, the applicable Purchased Entity shall be owned by the applicable Seller Entity or Seller Entities as indicated in the Pre-Closing Restructuring Plan.

Target Entities. Stayz Pty Limited and each of its subsidiaries as at the date of this agreement Tax any tax, levy, charge, impost, fee, deduction, goods and services tax, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Governmental Agency and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty. Tax Claim any claim, demand, legal proceedings or cause of action including any claim, demand, legal proceedings or cause of action arising from a breach of a Tax Warranty or under the Tax Indemnity. Tax Cost all costs, and expenses incurred in: 1 managing an inquiry; or 2 conducting any Disputing Action in relation to a Tax Demand. Tax Demand 1 a Demand or assessment from a Governmental Agency requiring the payment of any Tax or Duty for which the Seller may be liable under this agreement; 2 any document received from a Governmental Agency administering any Tax or Duty assessing, imposing, claiming or indicating an intention to claim any Tax or Duty; 3 a notice to a contributing member of a Consolidated Group given under section 721-15(5) or (5A) of the ITAA 1997; or 4 lodgement of a tax return or a request for an amendment under a law about self-assessment of Tax.

Target Entities. (a) Each Target Entity: (1) is duly incorporated under the laws of the place of its incorporation; (2) has the power to own its assets and carry on the Business as it is being carried on at Completion; (3) is duly licenced, registered and authorised to carry on its business in those jurisdictions which, by the nature of its business and assets, makes being licenced, registered or authorised necessary and, so far as the Sellers are aware, no circumstances exist which are likely to result in the termination, revocation, suspension or modification of any of those licences, authorisations or consents or that are likely to prejudice the renewal of them; and (4) has conducted the Business in compliance with the constitution or other constituent documents of that Target Entity.

Target Entities. (i) As at the Signing Date and the Closing Date, the Target Entities are duly incorporated and validly existing under the Laws of their stated jurisdictions and each of the Target Entities has the corporate power and authority to carry on its business as heretofore conducted. (ii) The statements made in Section 5.2 with respect to the Target Entities and Sold Shares are complete, correct and not misleading as at the Signing Date and the Closing Date. As at the Signing Date and the Closing Date, the share capital of each of the Target Entities is fully paid in, non-assessable (keine Nachschusspflicht), and no repayments or refunds, neither openly nor concealed, have been made. (iii) As at the Signing Date and the Closing Date, the Sold Shares constitute all of the shares, partnership interests, memberships or equity interests of the Target Entities that are issued and outstanding. (iv) As at the Signing Date and the Closing Date, Seller is the sole legal and beneficial owner of the Sold Shares and has the right to freely dispose of the Sold Shares without any limitations or restrictions. As at the Signing Date and the Closing Date, such shares are validly existing, free and clear of any claims, rights and privileges of third parties. As at the Signing Date and the Closing Date, there are no options, pre-emptive rights, shareholder agreements, trust agreements, sub-participations or understandings. At Closing, Purchaser or Purchaser Affiliates will acquire the Sold Shares without restrictions and free and clear of third party rights and other Liens. (v) As at the Signing Date and the Closing Date, no bankruptcy proceedings have been opened over any of the Target Entities assets or have, to Seller’s Knowledge, been applied for, and, to Seller’s Knowledge, no circumstances exist which would require the application for any bankruptcy proceedings. (vi) Copies of all articles of association and comparable documents under the applicable Law of any Target Entity are appended in Exhibit 13.1(g)(vi). Such documents are fully effective and enforceable. (vii) The copies appended in Exhibit 13.1(g)(vii) fully and correctly reflect the content of the register entries of the Target Entities. There are no resolutions or other facts which must be or could be entered in any register and which have not in fact been included in the register extracts pursuant to Exhibit 13.1(g)(vii). The shareholders’ lists, or comparable share-holders’ registers under applicable Law, on file w...

Target Entities. Each of CP Beihai, CP Dongfang, CP Zhangzhou, CP Zhanjiang, Lianyungang CTAI and Hainan CT is a company incorporated in the PRC. CP Beihai, Lianyungang CTAI and Hainan CT are principally engaged in the manufacture and sale of animal feed products. CP Dongfang, CP Zhangzhou and (upon commencement of production) CP Zhanjiang are principally engaged in the production and sale of shrimp fry (which is typically sold together with shrimp feed in the PRC). Brief details of the subject entities are set out below: Date of Incorporation Registered Capital CP Beihai 21 December 2001 US$17,500,000 CP Dongfang 22 December 2006 US$148,000,000 CP Zhangzhou 1 November 2016 US$1,680,000 CP Zhanjiang 13 December 2016 US$12,000,000 Lianyungang CTAI 15 February 1992 US$5,400,000 Hainan CT 29 October 1993 US$6,966,000 According to the management accounts prepared in accordance with PRC generally accepted accounting principles, the net asset value of CP Beihai, CP Dongfang, CP Zhangzhou, CP Zhanjiang, Lianyungang CTAI and Hanian CT was RMB13,713,000, RMB192,082,000, RMB26,674,000, RMB65,350,000, RMB54,510,000 and RMB12,853,000 respectively as at 31 December 2018. The following tables are prepared based on the audited accounts of the Target Entities for the financial years ended 31 December 2016 and 2017 and their management accounts for the financial year ended 31 December 2018 (all such accounts being prepared in accordance with PRC generally accepted accounting principles): For the Year Ended 31 December 2016 (audited) 31 December 2017 (audited) 31 December 2018 (unaudited) (in RMB ‘000) CP Beihai Profit / (loss) before taxation (5,633) (3,274) (2,413) Profit / (loss) after taxation (5,633) (3,274) (2,413) CP Dongfang Profit / (loss) before taxation 28,675 68,236 36,511 Profit / (loss) after taxation 28,675 65,982 28,855 CP Zhangzhou Profit / (loss) before taxation N/A(Note 1) N/A(Note 1) 18,410 Profit / (loss) after taxation N/A(Note 1) N/A(Note 1) 16,109 CP Zhenjiang Profit / (loss) before taxation N/A(Note 2) N/A(Note 2) N/A(Note 2) Profit / (loss) after taxation N/A(Note 2) N/A(Note 2) N/A(Note 2) Lianyungang CTAI Profit / (loss) before taxation 9,277 11,768 9,025 Profit / (loss) after taxation 6,562 9,370 6,761 Hainan CT Profit / (loss) before taxation (4,561) (4,477) (2,382) Profit / (loss) after taxation (4,561) (4,477) (2,382) Notes: 1 Information not available as company only commenced operations in 2018. 2 Information not available as company had not commenced produ...