Common use of Controlled Entities Clause in Contracts

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) listed on Exhibit 21.1 to the Registration Statement shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of association, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, except as provided in the VIE Agreements (as defined below) and disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects.

Appears in 2 contracts

Sources: Underwriting Agreement (Luckin Coffee Inc.), Underwriting Agreement (Luckin Coffee Inc.)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) entities listed on Exhibit 21.1 to 8.1 of the Registration Statement Annual Report shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability liability, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of associationassociation and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, encumbrances and defects, except as provided in the VIE Agreements (as defined below) herein), which are described in the Registration Statement, the Final Prospectus and disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defectsPackage.

Appears in 2 contracts

Sources: Underwriting Agreement (Futu Holdings LTD), Underwriting Agreement (Futu Holdings LTD)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) listed on Exhibit 21.1 to the Registration Statement Schedule C hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation or a school with limited liability liability, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and, to the extent applicable, except as otherwise disclosed in the General Disclosure Package and the Final Prospectus, each Controlled Entity is duly qualified to do business as a foreign corporation or entity in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of associationnon-assessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, encumbrances and defects, except as provided in the VIE Agreements (as defined below) and disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defectsherein).

Appears in 1 contract

Sources: Underwriting Agreement (Zhangmen Education Inc.)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) entities listed on Exhibit 21.1 to the Registration Statement in Schedule B hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of association, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, except as provided in the VIE Agreements (as defined below) and disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects.

Appears in 1 contract

Sources: Underwriting Agreement (Pinduoduo Inc.)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) entities listed on Exhibit 21.1 to the Registration Statement Schedule C hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability corporation, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation or entity in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessablenon-assessable, in accordance with the applicable laws and its respective articles of associationconstitutional or organizational documents, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, except as provided in the VIE Agreements (as defined below) and disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects, except as provided in the VIE Agreements.

Appears in 1 contract

Sources: Underwriting Agreement (MOGU Inc.)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) listed on Exhibit 21.1 to entities of the Registration Statement Company shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability liability, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of associationassociation and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined below) and disclosed in herein), which are described the Registration Statement, the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Appears in 1 contract

Sources: Underwriting Agreement (QUHUO LTD)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) entities listed on Exhibit 21.1 to of the Registration Statement shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability liability, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of associationassociation and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, encumbrances and defects, except as provided in the VIE Agreements (as defined below) herein), which are described in the Registration Statement, the Final Prospectus and disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defectsPackage.

Appears in 1 contract

Sources: Underwriting Agreement (Futu Holdings LTD)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) entities listed on Exhibit 21.1 to of the Registration Statement shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of association, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, except as provided in the VIE Agreements (as defined below) and disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects.

Appears in 1 contract

Sources: Underwriting Agreement (Pinduoduo Inc.)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) listed on Exhibit 21.1 to entities of the Registration Statement Company shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability liability, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of associationassociation and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined below) herein), which are described in the Registration Statement, the Final Prospectus and disclosed in the General Disclosure Package and Package. None of the Final Prospectus, is owned free from liens, encumbrances and defectsoutstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Appears in 1 contract

Sources: Underwriting Agreement (Yuanbao Inc.)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity entities listed in Schedule D hereto (“VIE”) listed on Exhibit 21.1 to the Registration Statement shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” ”) shall be the entire list of all subsidiaries and variable interest entities owned by the Company. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability liability, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; the constitutive constitutional documents of each Controlled Entity Entity, as amended, comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid (unless otherwise permissible in accordance with its constitutive documents) and nonassessablenonassessable (to the extent applicable in the relevant jurisdiction), in accordance with the applicable laws and its respective articles of associationconstitutive documents, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, encumbrances and defects except as provided disclosed in the VIE Agreements (as defined below) and disclosed in Registration Statement, the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects.

Appears in 1 contract

Sources: Underwriting Agreement (LAIX Inc.)

Controlled Entities. The Company’s subsidiaries and consolidated variable interest entity (“VIE”) listed on Exhibit 21.1 to entities of the Registration Statement Company shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability liability, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of associationassociation and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined below) herein), which are described in the Registration Statement, the Final Prospectus and disclosed in the General Disclosure Package and Package. None of the Final Prospectus, is owned free from liens, encumbrances and defectsoutstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Appears in 1 contract

Sources: Underwriting Agreement (QuantaSing Group LTD)