Exempt Offering; Investment Company. (a) Assuming the truth and accuracy of the representations and warranties of the Purchasers and Ctrip in Section 4.6 and Section 4.7, the offer and sale of the Transferred Shares under this Agreement are or will be exempt from the registration requirements and prospectus delivery requirements of the Securities Act, and from the registration or qualification requirements of any other applicable securities Laws and regulations. (b) To the Knowledge of Expedia, eLong is not required to register as an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended.
Appears in 5 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (Keystone Lodging Holdings LTD)