Restructuring Framework Agreement definition
Examples of Restructuring Framework Agreement in a sentence
As of the date of this Agreement, pursuant to the Restructuring Framework Agreement (as defined below), each shareholder of the Target Company shall effectively enjoy and exercise the shareholder’s rights in proportion to the registered capital and corresponding equity interest in the Target Company as set out in Appendix B.
All of the Restructuring Transactions required to be consummated at or prior to the Closing pursuant to the Restructuring Framework Agreement (including Sections 1.1 through 1.6 thereof) and the other Transaction Documents shall have been consummated in accordance with the terms thereof.
The Target Company and its existing shareholders intend to restructure the red chip in accordance with the terms and conditions set out in the Restructuring Framework Agreement with a view to ultimately establishing Cayman Co as the entity of the Group to receive financing and to be listed and then reflecting the entire interests of other Group Company within the Group in Cayman Co by way of consolidated statements (the said restructuring referred to as “Red Chip Restructuring”).
Without limiting the generality of the foregoing, ▇▇▇▇▇ ▇▇▇▇-Chin and any other Person holding any shares or other equity interests in Sino Music (other than UEC) shall have duly executed and delivered to CaymanCo a consent and waiver of right of first refusal or any other right that such Person may have with respect to the transfer of UEC’s shares in Sino Music to CaymanCo as contemplated by the Restructuring Framework Agreement, which shall be in form and substance satisfactory to the Company.
Such UEC Option Holder acknowledges that, except for the representations and warranties of the Company contained in Article 3 and in the Restructuring Framework Agreement, the Company is not making and has not made, and no other Person is making or has made on behalf of the Company, any express or implied representation or warranty in connection with this Agreement or the transactions contemplated hereby, and any such other representations and warranties are expressly disclaimed.
The Target Company, Cayman Co, the German Subsidiary and the Founders (collectively, the “Guarantors”, and each a “Guarantor”) shall severally and jointly make representations and warranties to the Investor as set out in Appendix C-1 hereto (other than the representations and warranties provided under the Restructuring Framework Agreement) and warrant that such representations and warranties are true, complete and accurate from the date of this Agreement to the Closing Date.
All covenants, agreements, obligations and conditions contained in the Restructuring Framework Agreement that are required to be performed or complied with by the parties thereto on or prior to the Closing shall have been duly performed or complied with by relevant parties on or prior to the Closing, and evidence thereof shall be delivered to such Purchaser to its satisfaction.
Each CaymanCo Shareholder and its CaymanCo Shareholder Affiliate hereby agree that such CaymanCo Shareholder has designated its CaymanCo Shareholder Affiliate as the Person subscribing for the Subscription Shares for the purposes of Section 1.7 of the Restructuring Framework Agreement.
Any actions taken or to be taken for purposes of the Restructuring in accordance with the Restructuring Memorandum or the Restructuring Framework Agreement shall not constitute a Deemed Liquidation Event.
The parties hereto understand that the Company is in the process of setting up, through MINISO Universal Holding Limited (which is defined as “BVIA 公司” under the Restructuring Framework Agreement), a Hong Kong subsidiary in accordance with Section 5.1(5) of the Restructuring Framework Agreement (the “Hong Kong Company”).