The Group Clause Examples

The Group. The Group is a leading dairy farming operator and raw milk producer in the PRC. As of December 31, 2023, the Group operated 42 dairy farms in the PRC with over 450,000 dairy cows and annual milk yield of over 2.59 million tons.

The Group. THE COMPANY AND THE SHARES

The Group. 3.1 Each Group Company is a corporation duly organised and validly existing under the applicable laws of their respective countries of incorporation and, to the extent the concept applies, in good standing. Each of the Group Companies has requisite corporate or similar power and authority to own its properties and to carry on its business as currently conducted. 3.2 No Group Company has filed, and no third Person has filed against any Group Company, any petition for winding-up, dissolution, liquidation, bankruptcy or receivership and there are no facts or circumstances justifying such filing. None of the Group Companies have made any assignment in favour of, or initiated any negotiations with respect to, an overall compromise or arrangement with all of or the majority of its creditors. 3.3 The Company has no subsidiaries other than the Subsidiaries and holds no shares or other ownership interests in any other Person. No Subsidiary holds any shares or other ownership interests in any other Person. 3.4 Except for the shares of IFU in Universal Robots (Shanghai) Co. Ltd and the shares of EKI in Universal Robots (India) Private Limited, no third Person (not being a member of the Group) owns shares or any similar ownership interest in the Subsidiary and no has third party been granted any right to acquire or subscribe for such shares or ownership interest. 3.5 The Company has full and unrestricted title (directly or indirectly) to the shares in the Subsidiaries free and clear from any Encumbrances. 3.6 Each Seller is the sole legal owner of the Shares listed against its name in the Company’s share register attached as Exhibit 3.6, and the Shares listed against its name therein are free and clear from any Encumbrances. 3.7 The Due Diligence Information contains an up-to-date, complete and correct copy of the Company’s Corporate Documents. 4.1 The share capital of the Company amounts to nominal DKK 546,115 shares, divided into nominal DKK 218,312 class A shares and nominal DKK 327,803 class B shares that have all been properly and validly issued and which are all fully paid up. 4.2 The share capital of the Subsidiaries is fully paid up to the extent such full payment is a mandatory requirement under any relevant statutory law. 4.3 No Group Company has issued any outstanding warrants, options or other instruments entitling any Person to acquire, convert or subscribe for equity in any of the Group Companies. 4.4 No share certificates have been issued for the Shares...

The Group. The Group is principally engaged in the distribution of pharmaceutical and healthcare products in the PRC and Hong Kong.

The Group. (a) From the date hereof through until the earlier of (x) the date that is 15 business days before the deadline for the submission of stockholder nominations for the Company’s 2017 Annual Meeting of Stockholders or (y) sixty (60) days prior to the Company’s 2017 Annual Meeting of Stockholders pursuant to the By-Laws (the “Standstill Period”), the Group will abide by the standstill provisions set forth in Section 5. (b) During the Standstill Period, the Group agrees to appear in person or by proxy and vote all shares of Class A common stock of the Company (the “Common Stock”) beneficially owned or controlled by any of the members therein: (i) in favor of the slate of nominees for director submitted to stockholders by the Board for election (so long as each of Rhine and O’Brien are included therein); (ii) to ratify the appointment of the Company’s independent registered public accounting firm; (iii) in accordance with the Board’s recommendation with respect to the Company’s “say-on-pay” proposal; and (iv) to approve or delegate authority in connection with any reverse stock split recommended by the Board. (c) Notwithstanding any implication to the contrary contained in this Agreement, the Group may elect at any time after the date hereof to terminate the Group Agreement and otherwise discontinue acting as a “group” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (d) Within two (2) business days of the date hereof, surrender the shares of Common Stock constituting Excess Securities, as defined in Section 4.4.3 of the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”), for disposition and distribution of the proceeds, in accordance with Section 4.4.3 of the Charter, as previously demanded by the Company by letter dated June 23, 2015, and otherwise henceforth strictly observe and comply with the provisions of Article Fourth of the Charter. The Company shall instruct the Agent (as defined in the Charter) to use its reasonable efforts to mitigate or eliminate loss to Chez on the sale of the Excess Securities; provided, however, that the Agent shall be under no obligation to take any action that could potentially impair the Company’s ability to take the position that Chez was not the owner of the Excess Securities for the purposes of Section 382 of the Internal Revenue Code of 1986, as amended.

The Group. 3.1 Schedule 2 (The Group) lists the particulars of each Group Company. 3.2 The shares in the capital of each Subsidiary of which particulars are set out in Schedule 2 (The Group) are: (i) legally and beneficially owned by Group Companies; (ii) fully paid-up; and

The Group. The Company does not have, and has not at any time had, any subsidiary undertakings.

The Group. 4.1 As of the date of this Agreement, all shares of the Group Companies (other than the Target SPCs) are owned by the Seller or another Group Company, with the exception of ARA-SMBCG Investments JV Pte. Ltd., which is partially owned by another Group Company. 4.2 The Target Companies have no Subsidiary other than the Subsidiary Companies.

The Group. The Company is incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange. The Company is an investment holding company. The Group is principally engaged in the leasing of storage facilities and the related management services in the PRC. As the date of this joint announcement, the Company has 3,474,283,058 Shares in issue. Based on the register of members of the Company and the disclosure of interests notices filed by Shareholders, the following table sets out the shareholding structure of the Company as at the date of this joint announcement and upon Completion (assuming that no Convertible Bonds are converted and that there are no changes to the issued share capital of the Company after the date of this joint announcement): announcement Upon Completion No. of Shares % No. of Shares % Offeror and parties acting in concert with it (Note 1) 369,523,999 10.64 1,286,011,999 37.02 Yupei International 916,488,000 26.38 - - Disinterested Shareholders ESR Cayman Limited (Note 2) 628,866,000 18.10 628,866,000 18.10 RRJ Capital Master Fund II, L.P. (Note 3) 762,222,000 21.94 762,222,000 21.94 Other Disinterested Shareholders 797,183,059 22.94 797,183,059 22.94 Sub-total 2,188,271,059 62.98 2,188,271,059 62.98 Total Shares in issue 3,474,283,058 100.00 3,474,283,058 100.00