Common use of Control of Subsidiaries Clause in Contracts

Control of Subsidiaries. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (including the Series B Director) such that the Company (i) will control the operations of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies and (ii) will be permitted to properly consolidate the financial results for such entity in consolidated financial statements for the Company prepared in accordance with the U.S. GAAP or IFRS. The composition of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence or formed in the future, shall be reasonably acceptable to the Board of Directors (including the Series B Director). The Company shall, and shall cause any subsidiaries or entities it controls to, comply with the US Foreign Corrupt Practices Act, as amended. The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules, and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors (including the approval of Series B Director which shall not be unreasonably withheld or delayed) and the Company shall promptly provide the Preferred Holders with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to the Board of Directors (including the Series B Director).

Control of Subsidiaries. 18.1. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors of the Company (including the Series A Director and the Series A-1 Director and the Series B Director) such that the Company (i) will shall control the operations of any direct or indirect subsidiary or entity controlled by all Subsidiaries of the Company, including, including without limitation, other Group Companies, whether now in existence or formed in the Group Companies future, and (ii) will shall be permitted to consolidate properly consolidate the financial results for such entity in consolidated financial statements for the Company prepared in accordance with the U.S. under US GAAP or IFRSsuch other international accounting principles as may be approved by the Board of Directors of the Company (including the Series A Director and the Series A-1 Director and the Series B Director). The composition of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence or formed in the future, Subsidiary Board shall be reasonably acceptable to the Board of Directors of the Company (including the Series A Director and the Series A-1 Director and the Series B Director). The Company shall, and shall cause any subsidiaries or entities it controls to, of its Subsidiaries to comply with the US United States Foreign Corrupt Practices Act, as amended. The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by all Subsidiaries of the Company, including, including without limitation, the other Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business business of the Group Companies as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by Subsidiary of the Company, including, including without limitation, the other Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rulesrules and regulations and to obtain and maintain all necessary permits, licenses and regulationscertificates to operate its respective business in compliance with all applicable laws. 18.2. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary Subsidiary or entity controlled Controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors of the Company (including the approval of Series A Director and the Series A-1 Director and the Series B Director which shall not be unreasonably withheld or delayedDirector) and the Company shall promptly provide the Preferred Holders Preference Shareholders with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by all Subsidiaries of the Company, including, including without limitation, the others Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to the Board of Directors (including the Series A Director and the Series A-1 Director and the Series B Director). The Group Companies and the Founders shall procure that, subject to other provisions of this Agreement, if any action involving any Group Company has been approved and adopted by the Board, such Group Company shall take such approved action. 18.3. Each of the Founders hereby jointly and severally undertakes: (a) to, and, to procure the other registered shareholders of the Domestic Company or other Group Companies incorporated in PRC (together with the Founders, collectively “Domestic Shareholders” and each, a “Domestic Shareholder”) to, comply with all the terms of the following agreements (to which such Domestic Shareholder is a party) or documents (collectively “Domestic Documents” and each, a “Domestic Document”): (i) each of the Restructuring Documents; (ii) the articles of association of the Domestic Company or such Group Company; and (iii) any amendment and/or restatement of any of the above documents or any other documents among one or more of the Domestic Shareholders, the Company, the WFOE, the Domestic Company and/or any other Group Companies pursuant to which the Company acquires direct or indirect Control over the equity, asset, business or operation of a Group Company; (b) to procure each of the Domestic Shareholders to make payment into such bank account as designated by the Company, within 14 days of the receipt, any and all consideration received by the Domestic Shareholder for the sale or transfer of his or its equity interest in the Domestic Company or any Group Company incorporated in PRC, pursuant to the exclusive option agreement of the Restructuring Documents or such other acquisition agreement(s) to be entered into as provided in the Domestic Documents, less all tax withheld, paid or payable in respect of such consideration. 18.4. Each of DCM and WP shall have the right to require the Founders to transfer the same percentage of equity interests of the Domestic Company or any Group Company incorporated in PRC as DCM or WP (as the case may be) holds in the Company (on an as converted basis) to a Person or Persons designated by DCM or WP (as the case may be) without any consideration. The Founders shall use their best efforts to cause other Domestic Shareholders to give consent to such equity transfer to the extent such consent is necessary for the equity transfer. In the event of such equity transfer, the Company shall procure that the Restructuring Documents be amended to the satisfaction of each of the Majority A Shareholders, the Majority A-1 Shareholders and the Majority B Shareholders.

Control of Subsidiaries. The Company shall at any time institute and shall keep in place such arrangements as are reasonably satisfactory to the Board of Directors (including the Series B Director) Supermajority Preferred Holders such that the Company (i) will at all times control the operations of any direct or indirect subsidiary or entity controlled by the each other Group Company, including, without limitation, the Group Companies and (ii) will at all times be permitted to properly consolidate the financial results for such entity each other Group Company in the consolidated financial statements for the Company prepared under the Accounting Standards. Without limiting the generality of the foregoing, so long as an Investor or the Key Ordinary Shareholder holds any Shares in the Company, such Investor or the Key Ordinary Shareholder shall have the right to require the Founders and other equity holders of the Domestic Company to transfer, or to cause the transfer of, the same percentage of equity interests in the Domestic Company as such Investor or the Key Ordinary Shareholder (as the case may be) then holds in the issued and outstanding share capital of the Company (on an as-converted and fully-diluted basis) to one or more appropriate Persons as designated by such Investor or the Key Ordinary Shareholder (as the case may be), for the lowest consideration permitted by applicable Law of the PRC (such equity transfer, a “Domestic Equity Transfer”). Further, in the event of a Domestic Equity Transfer, each Founder shall, and shall use his best efforts to cause the other shareholders of the Domestic Company to, amend and restate the Control Documents, and each Investor or the Key Ordinary Shareholder requesting the Domestic Equity Transfer shall procure the Person(s) designated by it to join as parties to the Control Documents so amended and restated, to the extent such amendment and restatement is necessary to enable the Company to control and consolidate the financial results of the Domestic Company as permitted under applicable laws of the PRC. In the event an Investor or the Key Ordinary Shareholder (as the case may be) requests a Domestic Equity Transfer pursuant to this Section 12.3, it shall notify in writing each of the other Investor(s) or the Key Ordinary Shareholder (as the case may be) within five (5) Business Days of such request. Notwithstanding anything to the contrary provided in this Agreement, the Parties agree that for the purpose of consummating a Qualified IPO and in accordance with the U.S. GAAP or IFRS. The composition applicable listing rules then in force, the Investors and Key Ordinary Shareholder shall, upon reasonable request of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence reverse or formed cancel (i) any Domestic Equity Transfer, (ii) the conversion of the GGV Loan under the GGV Convertible Loan Agreement, and/or (iii) the conversion of the IDG loan under the IDG Convertible Loan Agreement (as the case may be), and the Investors and Key Ordinary Shareholder shall take such actions, execute such instruments and do such other things as the Company may request to effect such reversal or cancellation, including but not limited to any SAMR filing required to reflect the change of shareholders of the Domestic Company resulting from such reversal or cancellation, provided however that, (i) if such Qualified IPO is not consummated within one (1) year after such reversal or cancellation of the Domestic Equity Transfer, the respective Investors’ rights as provided in the future, preceding paragraph of this Section 12.3 shall be reasonably acceptable to the Board of Directors (including the Series B Director). The Company shallrestored, and shall cause (ii) if, for purpose of conducting such reversal or cancellation of the Domestic Equity Transfer, an Investor is required to transfer any subsidiaries or entities equity interests held by it controls to, comply with in the US Foreign Corrupt Practices Act, as amended. The Domestic Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the Company, including, without limitationother Person, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules, and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors (including the approval of Series B Director which shall not be unreasonably withheld or delayed) Companies and the Company Founders shall promptly provide the Preferred Holders indemnify such Investor for any and all Taxes imposed on such Investor by any Governmental Authority in connection with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to the Board of Directors (including the Series B Director)such transfer.

Control of Subsidiaries. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to at least a majority of the Board of Directors of the Company (including which majority must include the Series D Director, the Series C Director, the Series B Director and the Series A Director) such that the Company (ia) will shall control the operations of any direct or indirect subsidiary or entity controlled by Subsidiaries of the Company, including, without limitation, the Group Companies and (ii) will shall be permitted to consolidate properly consolidate the financial results for such entity in consolidated financial statements for the Company prepared in accordance with the under U.S. GAAP or IFRSsuch other international accounting principles as may be approved by at least a majority of the Board of Directors of the Company (which majority must include the Series D Director, the Series C Director, the Series B Director and the Series A Director). The composition of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence or formed in the future, Subsidiary Board (as defined below) shall be reasonably acceptable to at least a majority of the Board of Directors of the Company (including which majority shall must the Series D Director, the Series C Director, the Series B Director and the Series A Director). The Company shall, and shall cause any subsidiaries or entities it controls to, comply with the US Foreign Corrupt Practices Act, as amended. The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the CompanySubsidiaries, including, without limitation, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business business of the Company as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the CompanySubsidiary, including, without limitation, the each Group CompaniesCompany, whether now in existence or formed in the future, and each of the other Group Companies hereto agrees, to comply in all material respects with all applicable laws, rules, rules and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by Subsidiary of the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by at least a majority of the Board of Directors of the Company (including which majority must include the approval of Series D Director, the Series C Director, the Series B Director which shall not be unreasonably withheld or delayedand the Series A Director) and the Company shall promptly provide the Preferred Holders Investors with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by Subsidiary of the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to at least a majority of the Board of Directors (including which majority must include the Series D Director, the Series C Director, the Series B Director and the Series A Director). The parties hereto (other than the Investors) shall ensure that each Subsidiary Board shall follow and implement the decisions of the Company to the extent that such decisions are relating to the matters of such Subsidiary.

Control of Subsidiaries. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (including the Series B Directordirectors elected by the Subscribers) such that the Company (i) will control the operations of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies and (ii) will be permitted to properly consolidate the financial results for such entity in consolidated financial statements for the Company prepared in accordance with the U.S. under US GAAP or IFRS. The composition of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence or formed in the future, shall be reasonably acceptable to the Board of Directors (including the Series B Directordirectors elected the Subscribers). The Company shallrepresents that it shall not — and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to — promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any Non-U.S. Official, in each case, in violation of the FCPA or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall — and shall cause each of its subsidiaries and affiliates to — cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or entities affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall — and shall cause each of its subsidiaries and affiliates to — maintain systems of internal controls (including, but not limited to, comply accounting systems, purchasing systems and billing systems) to ensure compliance with the US Foreign Corrupt Practices Act, as amendedFCPA or any other applicable anti-bribery or anti-corruption law. The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business business as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules, and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors (including the approval of Series B Director which shall not be unreasonably withheld or delayeddirectors elected by the Subscribers) and the Company shall promptly provide the Preferred Holders Subscribers with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to the Board of Directors (including the Series B Directordirectors elected by the Subscribers).

Control of Subsidiaries. (a) The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (including the Series B DirectorBaidu Directors) such that the Company (i) will shall control the operations of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies and (ii) will shall be permitted to consolidate properly consolidate the financial results for such entity in consolidated financial statements for the Company prepared in accordance with the under U.S. GAAP or IFRS. The composition of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence or formed in the future, shall be reasonably acceptable to the Board of Directors GAAP. (including the Series B Director). The Company shall, and shall cause any subsidiaries or entities it controls to, comply with the US Foreign Corrupt Practices Act, as amended. The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules, and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors (including the approval of Series B Director which shall not be unreasonably withheld or delayedb) and the Company shall promptly provide the Preferred Holders with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to the Board of Directors (including the Series B DirectorBaidu Directors); provided that a majority of each Subsidiary Board shall consist of Baidu Directors or their nominees. (c) The Company shall, and shall cause any subsidiaries or entities it controls to, comply with the US Foreign Corrupt Practices Act, as amended. Without limitation of the foregoing, the Company shall not, and shall not permit any of the other Group Companies or any of the officers, directors, employees or agents of the Company or any other Group Company to, offer, promise, give, or authorize or approve the giving of, anything of value, directly or through a third party, to any officer or employee of a Governmental or Regulatory Authority, or of an instrumentality or controlled enterprise thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such Governmental or Regulatory Authority, instrumentality, controlled enterprise or public international organization, or any political party or official thereof, or candidate for political office in order to influence official action or otherwise obtain an improper business advantage relating to the business of the Company and/or the Group Companies, and the Company shall, and shall cause the other Group Companies to, adopt as soon as practicable after the date hereof a compliance program and code of conduct in form and substance approved by Baidu (the “Compliance Code”). In implementing the Compliance Code, the Company shall, and shall cause the other Group Companies and the directors, officers, employees and agents of each Group Company to follow the policies and procedures set forth in the Compliance Code including (i) all training, education and certification procedures, (ii) all due diligence procedures related to agents of any Group Company, (iii) all audit and internal control procedures, (iv) adequate commitment of human and financial resources to ensure the capacity to carry out the programs required by the Compliance Code, and (v) appropriate procedures to ensure accurate books and records, and other policies and procedures set forth in the Compliance Code, and will cause compliance officers to be appointed and a chief compliance officer to be appointed by the Company (who shall be a suitable and competent person with relevant knowledge of and experience with applicable laws applicable to the Group Companies to carry out the compliance function of the Group Companies), disciplinary procedures to be enforced and mechanisms for reporting suspected violations to be created for each such entity. (d) The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the business of the Company as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board (including the Baidu Directors) and the Company shall promptly provide Baidu and the Key Shareholders with copies of all material related documents and correspondence.

Control of Subsidiaries. 16.1. All material aspects of the formation, maintenance and compliance of any direct or indirect Subsidiary or entity Controlled by the Company, whether now in existence or formed in the future, shall be subject to the review and approval by the Board (including the consents of the Preferred Directors Majority), and subject always to Section 4 of this Agreement. The Company shall ensure that the Subsidiary Boards shall not have independent decision making power over their respective entities, and that the Company shall have sole decision making power over all business and affairs of any of its Subsidiaries. Moreover, unless otherwise approved by the Board, at the request of each Investor with respect to its own designated director on the Board, each Subsidiary Board, whether current or future, shall be the same size, and shall consist of the same persons as directors, as those of the Company, and such directors shall be appointed and removed by the appointing parties in the same manner, if permitted under the laws of the jurisdiction of such subsidiary, as provided for the Board of Directors in Section 3 above. 16.2. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (including the Series B Director) Preferred Directors Majority), subject always to Section 4 of this Agreement, such that the Company (i) will control the operations of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies and (ii) will be permitted to properly consolidate the financial results for such entity any direct or indirect Subsidiary of the Company (including without limitation the PRC Companies) in consolidated financial statements for the Company prepared in accordance with the U.S. GAAP or under IFRS. 16.3. The composition of the board of directors of each other subsidiary of Company shall, and shall cause any direct or indirect Subsidiary or entity controlled Controlled by the Companyit, whether now in existence or formed in the future, shall be reasonably acceptable to the Board of Directors (including the Series B Director). The Company shall, and shall cause any subsidiaries or entities it controls to, comply with the US United States Foreign Corrupt Practices ActAct of 1977, as amended. 16.4. The Company shall take all necessary actions to maintain any direct or indirect subsidiary Subsidiary or entity controlled Controlled by the Company, including, without limitation, the Group Companiesit, whether now in existence or formed in the future, as is necessary to lawfully conduct the Business as conducted or as proposed to be conducted. 16.5. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group CompaniesSubsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules, and regulations. 16.6. All material aspects of such formation, maintenance and compliance of So long as any direct or indirect subsidiary or entity controlled by Preferred Shareholder holds any Shares in the Company, includingsuch Preferred Shareholder shall have the right to require the Founder to transfer or cause to transfer the same percentage of equity interests in the Domestic Company as such Preferred Shareholder holds in the Company to one or more appropriate Persons as designated by such Preferred Shareholder without any consideration. Further, without limitationin the event of such equity transfer, the Group CompaniesFounder shall, whether now in existence or formed in and shall use his best efforts to cause the futureother shareholders of the Domestic Company to, amend and restate the Control Documents, and each Preferred Shareholder shall be subject procure the Person(s) designated by it to join as parties to and to enter into the Control Documents so amended and restated, to the review extent such amendment and approval by the Board of Directors (including the approval of Series B Director which shall not be unreasonably withheld or delayed) and restatement is necessary to enable the Company shall promptly provide to control and consolidate the Preferred Holders with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure financial statements of the Company and shall be reasonably acceptable to the Board of Directors (including the Series B Director)Domestic Company.