Common use of Controlled Entities Clause in Contracts

Controlled Entities. The subsidiaries and consolidated variable interest entities listed in Schedule D are 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, lease and operate its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and each Controlled Entity is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property 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 disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects. None of the outstanding share capital or equity interest in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X.

Controlled Entities. The subsidiaries and consolidated variable interest entities listed in Schedule D E are 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, lease and operate its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and each Controlled Entity is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property 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 disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects. None of the outstanding share capital or equity interest in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X.

Controlled Entities. The subsidiaries and consolidated variable interest entities listed in Schedule D are hereto (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, lease and operate own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and and, to the extent applicable, each Controlled Entity is duly qualified to transact do business and is as a foreign corporation in good standing in each jurisdiction all other jurisdictions in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property 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 disclosed in 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 or equity interest in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X..

Controlled Entities. The None of the other subsidiaries and consolidated variable interest entities listed in Schedule D are referred to hereinafter each as of the Company (or of any Significant Entity) not identified above (A) is a “Controlled Entitysignificant subsidiary” as defined under Rule 1-02 of Regulation S-X under the Exchange Act or (B) carries out any substantive business operations. Other than the equity interests in Queen’s Road, Qunar Software and collectively Qianlima Network, and the control over Qu Na Information, Jiaxin Haoyuan, Jin Du Yuan You, Xx Xx Tong Xing and ZhongChengTai, the Company does not own, directly or indirectly, any share capital or any other equity interests or long-term debt securities of, or otherwise control, any corporation, firm, partnership, joint venture, association or other entity that is a “significant subsidiary” as “Controlled Entities.” defined under Rule 1-02 of Regulation S-X under the Exchange Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability and in good standing (where applicable) under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction)incorporation, with full corporate or other power and authority (corporate and other) to own, lease and operate own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and each Controlled Entity is duly qualified to transact do business as a foreign corporation and is in good standing (where applicable) in each jurisdiction all other jurisdictions in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property 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 Queen’s Road, Qunar Software and Qianlima Network 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 such share capital stock of each Controlled Entity is owned, directly or indirectly, by the CompanyCompany free from liens, except encumbrances and defects. All of the issued and outstanding share capital of Qu Na Information has been duly authorized and validly issued and is fully paid and nonassessable, and such share capital is owned directly by Xx. Xxxxxxxx Xxxxx and Mr. Chenchao Zhuang, as disclosed set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defectsdefects except such as disclosed therein. None Xx. Xxxxxxxx Xxxxx and Mr. Chenchao Zhuang are citizens of the PRC. All of the issued and outstanding share capital or equity interest in any Controlled Entity was of Jiaxin Haoyuan and ZhongChengTai has been duly authorized and validly issued in violation and is fully paid and nonassessable, and such share capital is owned directly by Qu Na Information. All of preemptive or similar rights the issued and outstanding share capital of any security holder of Jin Du Yuan You and Xx Xx Xxxx Xxxx has been duly authorized and validly issued and is fully paid and nonassessable, and such Controlled Entity. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X.share capital is owned directly by Jiaxin Haoyuan.

Controlled Entities. The subsidiaries and consolidated variable interest entities listed in Schedule D are (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, lease and operate own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and and, to the extent applicable, each Controlled Entity is duly qualified to transact do business and is as a foreign corporation in good standing in each jurisdiction all other jurisdictions in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualificationqualification except to the extent that the failure to be so qualified would not have a Material Adverse Effect; the constitutive constitutional 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 (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, except as disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, encumbrances and defects. None of the outstanding share capital or equity interest in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X..

Controlled Entities. The Company does not own or control, directly or indirectly, any corporation or entity other than the subsidiaries and the consolidated variable interest entities entity (the “VIE”) and the subsidiaries of the VIE as listed in Schedule D are C. The Company’s subsidiaries, the VIE and the subsidiaries of the VIE 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 (corporate and other) to own, lease and operate use its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and and, to the extent applicable, each Controlled Entity is duly qualified to transact do business and is in good standing in each jurisdiction all other jurisdictions in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification; [except for those jurisdiction where failure to be so qualified has not had and would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect]; 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, is owned free from liens, claims, encumbrances and defects, except as provided in the VIE Agreements (as defined below) or disclosed in 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 or equity interest in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X..