Recitals clause samples

Section 1. Definitions and Recitals. The above recitals shall be incorporated and construed as part of this Agreement.

“Additional ADS Issuance” has the meaning ascribed to it in Section 3.5.3. “ADS” has the meaning ascribed to it in Section 3.1.2. “Affiliate” means with respect to a Person, a Person that Controls, is Controlled by or is under common Control with the said Person, and without limiting the generality of the foregoing, in the case of SDL, it shall also include (i) any of its direct and indirect shareholders, (ii) any of such shareholder’s or its general partners or limited partners, (iii) the fund manager managing or advising it or its shareholders (and general partners, limited partners and officers thereof) and other funds managed or advised by such fund manager, and (iv) trusts Controlled by or for the benefit of any such Person referred to in (i), (ii) or (iii), and (iv) any fund or holding company formed for investment purposes that is promoted, sponsored, managed, advised or serviced by SDL or any of the foregoing, as the case may be. “APAL” has the meaning ascribed to it in the Preamble. “APAL Loan Agreement” has the meaning ascribed to it in the Recitals. “Arbitration” has the meaning ascribed to it in the Recitals.

“Business Days” means any day that is not a Saturday, a Sunday, legal holiday or other day on which banks are required or authorized by Law to be closed in the PRC, New York or Hong Kong. “CB Agreement” has the meaning ascribed to it in the Recitals. “Class A Ordinary Shares” has the meaning ascribed to it in Section 3.4.1. “Consent Award” has the meaning ascribed to it in Section 4.2.1. “Control” or “Controlled” (or any related term) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person or to appoint or remove the majority of the members of the board of directors or other governing body of a Person, whether through the ownership of voting securities, by contract or proxy, as trustee, executor, agent or otherwise. For the purposes of this definition, a Person shall be deemed to Control another Person if such Person, directly or indirectly, owns or holds more than 50% of the voting equity interest in such another Person. “Daily VWAP” has the meaning ascribed to it in Section 3.5.1. “Deed” has the meaning ascribed to it in the Preamble. “2019 Deed of Settlement” has the meaning ascribed to it in the Recitals. “Equity Transfer Agreement” has the meaning ascribed to it in the Recitals. “First Determination Date” has the meaning ascribed to it in Section 3.5.2.

“Notes” has the meaning ascribed to it in the Recitals. “Onshore Bank Accounts” has the meaning ascribed to it in Section 3.2.1. “Onshore Settlement Amount” has the meaning ascribed to it in Section 3.1.1. “Operating Company” has the meaning ascribed to it in the Preamble. “Ordinary Shares” has the meaning ascribed to it in Section 3.4.1. “Outstanding Principal and Interest Liabilities” has the meaning ascribed to it in the Recitals. “Party” or “Parties” has the meaning ascribed to it in the Preamble. “Person” means an individual or an entity, including a corporation, limited liability company, general or limited partnership, trust, association, or other business or investment entity. “Proceedings” has the meaning ascribed to it in the Recitals. “Quarterly Deemed Realized Value” has the meaning ascribed to it in Section 3.5.1. “Quarterly Determination Price” has the meaning ascribed to it in Section 3.5.1.

“Exchange Act” has the meaning given in the recitals..

“QEL” has the meaning ascribed to it in the Recitals. “Relevant Documents” mean the CB Agreement, the Notes, the Equity Pledge Agreements, the Onshore Loan Agreement, and the Mortgage Agreements. “Reorganization” means the reorganization of the holding structure of the Mortgaged Properties pursuant to Clause 2.1. “Replacement Mortgage” has the meaning ascribed to it in Clause 2.1(l). “RMB” means Renminbi, the lawful currency of the PRC. “Sale” means the sale of the shares of WFOE 1, WFOE 2, and NewCo 3 pursuant to Clause 2.2. “Sale Proceeds” has the meaning ascribed to it in Clause 2.3(a). “SDL” has the meaning ascribed to it in the Preamble. “Security Providers” mean HKCo 1, HKCo 2, WFOE 1, WFOE 2, and the Operating Company. “Shengye” has the meaning ascribed to it in the Recitals. “SPV” has the meaning ascribed to it in Appendix 1. “SPV Pledge” has the meaning ascribed to it in Clause 2.3(c). “Transaction” has the meaning ascribed to it in Clause 2.5. “WFOE 1” has the meaning ascribed to it in the Preamble. “WFOE 2” has the meaning ascribed to it in the Preamble.

1. Recitals. The foregoing recitals are true and correct and incorporated herein by this reference.

“BWC” has the meaning set forth in the recitals. For the avoidance of doubt, references to BWC do not mean BWC Holding Inc. BWC Holding Inc. was renamed “BancWest Corporation” on April1, 2016 as part of the Reorganization.

“BWC” has the meaning set forth in the recitals. For the avoidance of doubt, references to BWC do not mean BWC Holding Inc. BWC Holding Inc. was renamed “BancWest Corporation” on April 1, 2016 as part of the Reorganization and is referred to as BWCorp in this Agreement.

“Revised Partnership Agreement” has the meaning given such term in the Recitals. The Revised Partnership Agreement shall be in the form attached hereto as Exhibit 1.

“Revised Partnership Agreement” has the meaning given such term in the Recitals. The Revised Partnership Agreement shall be in the form attached hereto as Exhibit1.