Common use of Group Companies Clause in Contracts

Group Companies. (a) Section 2.3(a) of the Company Disclosure Schedule sets forth a true, complete and correct corporate structure chart containing the name, the place of organization and the shareholder(s) of each Group Company as well as each such shareholder’s equity ownership percentage in such Group Company. Each of the Group Companies (other than the Company) is duly organized, validly existing and in good standing with its business license and articles of association in full force and effect under, and in compliance with, the Laws of the jurisdiction of its organization. As of the Closing, all outstanding equity interests of each of the Group Companies are owned or effectively controlled, directly or indirectly, by contractual arrangement or otherwise, by the Company. No equity security of any Group Company is or may be required to be issued by reason of any option, warrant, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any equity interest of such Group Company. All of the issued and outstanding shares of capital stock (or equivalent interests) of each Group Company are duly authorized, validly issued, fully paid and non-assessable and are owned or controlled, directly or indirectly, by the Company free and clear of all Liens. Each of the Group Companies (other than the Company) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts a material portion of its business. Except in respect of the Group Companies, the Company does not own beneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. (b) None of the Group Companies is a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, or shareholders agreement with respect to the sale or voting of any securities of any Group Company. (c) The registered capital of each of the Domestic Entities are set forth opposite their respective names on Section 2.3(c) of the Company Disclosure Schedule. The registered capital of the Domestic Entities are fully paid in accordance with the applicable Laws. (d) Each Group Company has all material franchises, permits, licenses, approvals, authorizations and any similar governmental authority or registration with any Governmental or Regulatory Authority necessary for the conduct of the business of such Group Company (the “Material Licenses”). Section 2.3(d) of the Company Disclosure Schedule contains a complete and correct list of all Material Licenses and the termination date of each such Material License. The Material Licenses are in full force and effect and to the Company’s Knowledge, will remain in effect except if terminated or expired in the Ordinary Course of Business. None of the Group Companies is in default in any material respect under any of its Material Licenses and has not received any written notice relating to the suspension, revocation or modification of any such Material Licenses. To the Company’s Knowledge, no other license is necessary for, or otherwise material to, the conduct of the business by any Group Company. (e) Section 2.3(e) of the Company Disclosure Schedule lists all currently effective (i) approval letters and Foreign Investment Enterprise Approval Certificate issued by the PRC Ministry of Commerce or the relevant local officers to any Group Company which is a wholly foreign owned enterprise or Sino-foreign joint venture or Sino-foreign co-operative joint venture (collectively, the “FIEs”) with respect to the establishment and change of such FIEs (including changes in registered capital, shareholding, business scope and equity interest, etc.), (ii) approval letters issued by the PRC National Development and Reform Commission or its relevant local offices to any Group Company on the establishment of such Group Company or its operations or other project constructions, if any, (iii) business licenses issued by the PRC State Administration of Industry and Commerce and any local administration for industry and commerce to any Group Company, (iv) registrations with the PRC State Administration of Foreign Exchange or its local counterparts (“SAFE”) on the round-trip investment by any Shareholders who are PRC residents or the Domestic Entities, (v) tax registration certificates of the Domestic Entities, (vi) Capital Verification Reports of the Domestic Entities with respect to its establishment and change of registered capital, (vii) valuation reports of the shareholders’ contribution in kind (if any) issued by a qualified PRC asset valuation institute, (viii) Foreign Exchange Registration Certificates of any FIEs, and (ix) Organization Code Certificates of the Domestic Entities. (f) All business licenses of the Domestic Entities with the relevant AIC authorities in the PRC are valid and reflect the current registered address of such Group Companies.

Group Companies. (a) Section 2.3(a) of the Company Disclosure Schedule sets forth a true, complete and correct corporate structure chart containing the name, the place of organization and the shareholder(s) of each Group Company as well as each such shareholder’s equity ownership percentage in such Group Company. Each of the Group Companies (other than the Company) is duly organized, validly existing and in good standing with its business license and articles of association in full force and effect under, and in compliance with, the Laws of the jurisdiction of its organization. As of the Closing, all outstanding equity interests of each of the Group Companies are owned or effectively controlled, directly or indirectly, by contractual arrangement or otherwise, by the Company. No equity security of any Group Company is or may be required to be issued by reason of any option, warrant, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, any equity interest of such Group Company. All of the issued and outstanding shares of capital stock (or equivalent interests) of each Group Company are duly authorized, validly issued, fully paid and non-assessable and are owned or controlled, directly or indirectly, by the Company free and clear of all Liens. Each of the Group Companies (other than the Company) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts a material portion of its business. Except in respect of the Group Companies, the Company does not own beneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. (b) None of the Group Companies is a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, or shareholders agreement with respect to the sale or voting of any securities of any Group Company. (c) The registered capital of each of WFOE and the Domestic Entities Entity are set forth opposite their respective names on Section 2.3(c) of the Company Disclosure Schedule. The registered capital of the Domestic Entities Entity and WFOE are fully paid in accordance with the applicable Laws. (d) Each Group Company has all material franchises, permits, licenses, approvals, authorizations and any similar governmental authority or registration with any Governmental or Regulatory Authority necessary for the conduct of the business of such Group Company (the “Material Licenses”). Section 2.3(d) of the Company Disclosure Schedule contains a complete and correct list of all Material Licenses and the termination date of each such Material License. The Material Licenses are in full force and effect and to the Company’s Knowledge, will remain in effect except if terminated or expired in the Ordinary Course of Business. None of the Group Companies is in default in any material respect under any of its Material Licenses and has not received any written notice relating to the suspension, revocation or modification of any such Material Licenses. To the Company’s Knowledge, no other license is necessary for, or otherwise material to, the conduct of the business by any Group Company. (e) Section 2.3(e) of the Company Disclosure Schedule lists all currently effective (i) approval letters and Foreign Investment Enterprise Approval Certificate issued by the PRC Ministry of Commerce or the relevant local officers to any Group Company which is a wholly foreign owned enterprise or Sino-foreign joint venture or Sino-foreign co-operative joint venture (collectively, the “FIEs”) with respect to the establishment and change of such FIEs (including changes in registered capital, shareholding, business scope and equity interest, etc.), (ii) approval letters issued by the PRC National Development and Reform Commission or its relevant local offices to any Group Company on the establishment of such Group Company or its operations or other project constructions, if any, (iii) business licenses issued by the PRC State Administration of Industry and Commerce and any local administration for industry and commerce to any Group Company, (iv) registrations with the PRC State Administration of Foreign Exchange or its local counterparts (“SAFE”) on the round-trip investment by any Shareholders who are PRC residents or WFOE or the Domestic EntitiesEntity, (v) tax registration certificates of WFOE or the Domestic EntitiesEntity, (vi) Capital Verification Reports of WFOE and the Domestic Entities Entity with respect to its establishment and change of registered capital, (vii) valuation reports of the shareholders’ contribution in kind (if any) issued by a qualified PRC asset valuation instituteinstitute (or, if relating to state-owned assets, valuation reports by State-owned Assets Supervision and Administration Commission or its local counterparts, if any), (viii) Foreign Exchange Registration Certificates of any FIEs, and (ix) Organization Code Certificates of WFOE and the Domestic EntitiesEntity. (f) All business licenses of WFOE and the Domestic Entities Entity with the relevant AIC authorities in the PRC are valid and reflect the current registered address of such Group Companies.

Group Companies. (a) Section 2.3(a) of the Company Disclosure Schedule C hereto sets forth a true, complete and correct corporate structure chart containing the name, the place of organization and the shareholder(s) of each Group Company as well as each such shareholder’s equity ownership percentage in such Group Company. Each accurate list of the Group Companies (other than the Company) and, for each such Group Company, its name, the jurisdiction in which it is duly incorporated or organized, the names of its shareholders and the amount of share capital or other equity interest in such Group Company held by each such shareholder. Each such Group Company (i) is a duly organized and validly existing and company or other entity and, where applicable, in good standing with its business license and articles of association in full force and effect under, and in compliance with, under the Laws laws of the jurisdiction of its incorporation or organization. As ; (ii) is duly qualified or authorized to do business in each jurisdiction in which the conduct of its business or the Closingownership of its properties requires such qualification or authorization; and (iii) has all requisite corporate or entity power and authority to own, all lease and operate its properties and carry on its business as now conducted. (b) All the outstanding equity interests of each of the Group Companies are owned share capital, registered capital or effectively controlled, directly or indirectly, by contractual arrangement or otherwise, by the Company. No equity security of any Group Company is or may be required to be issued by reason of any option, warrant, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any other equity interest of such Group Company. All of the issued and outstanding shares of capital stock (or equivalent interests) of each Group Company are duly authorized, is validly issued, fully paid and non-assessable and are owned or controlled, directly or indirectly, by the Company free and clear of all LiensLiens (other than any Liens created under the Control Documents). Each Except pursuant to the Control Documents, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), subscriptions, or other rights, proxy or shareholders agreements or Contracts of any kind, either directly or indirectly, entitling the holder thereof to purchase or otherwise acquire or to compel any of the Group Companies (other than the Company) has all requisite corporate power and authority to ownissue, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts a material portion of its business. Except in respect of the Group Companies, the Company does not own beneficially, directly repurchase or indirectly, more than 5% of redeem any class of equity securities share or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. (b) None of the Group Companies is a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, or shareholders agreement with respect to the sale or voting of any other securities of any Group Company (other than the Company). Except as pursuant to the Control Documents, no Group Company (other than the Company) is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the registration of, any share or other securities of any Group Company (other than the Company). (c) (i) The registered capital of each Company has effective Control of the Domestic Entities are set forth opposite their respective names on Section 2.3(c) of Companies and is the Company Disclosure Schedule. The registered capital sole beneficiary of the Domestic Entities Companies, (ii) all shareholders of the Domestic Companies have been in compliance with the terms of the Control Documents, (iii) the Control Documents are fully paid adequate to enable the financial statements of the Domestic Companies to be consolidated with those of the other Group Companies in accordance with the applicable Laws. Applicable Accounting Standard and (div) Each Group Company has all material franchisesother than with respect to Beijing Zhi Mo Si Management Consulting Co., permitsLtd. and Beijing Rxx Xx Car Service Co., licensesLtd., approvals, authorizations and any similar governmental authority or registration with any Governmental or Regulatory Authority necessary for the conduct pledge over the entire equity interests of the business Domestic Companies in favor of such the applicable Group Company (other than the “Material Licenses”). Section 2.3(dDomestic Companies) of the Company Disclosure Schedule contains a complete and correct list of all Material Licenses and the termination date of each such Material License. The Material Licenses are in full force and effect and to the Company’s Knowledge, will remain in effect except if terminated or expired in the Ordinary Course of Business. None of the Group Companies is in default in any material respect under any of its Material Licenses and has not received any written notice relating to the suspension, revocation or modification of any such Material Licenses. To the Company’s Knowledge, no other license is necessary for, or otherwise material to, the conduct of the business by any Group Company. (e) Section 2.3(e) of the Company Disclosure Schedule lists all currently effective (i) approval letters and Foreign Investment Enterprise Approval Certificate issued by the PRC Ministry of Commerce or the relevant local officers to any Group Company which is a wholly foreign owned enterprise or Sino-foreign joint venture or Sino-foreign co-operative joint venture (collectively, the “FIEs”) with respect to the establishment and change of such FIEs (including changes in been duly registered capital, shareholding, business scope and equity interest, etc.), (ii) approval letters issued by the PRC National Development and Reform Commission or its relevant local offices to any Group Company on the establishment of such Group Company or its operations or other project constructions, if any, (iii) business licenses issued by the PRC State Administration of Industry and Commerce and any local administration for industry and commerce to any Group Company, (iv) registrations with the PRC State Administration of Foreign Exchange or its local counterparts (“SAFE”) on the round-trip investment by any Shareholders who are PRC residents or the Domestic Entities, (v) tax registration certificates of the Domestic Entities, (vi) Capital Verification Reports of the Domestic Entities with respect to its establishment and change of registered capital, (vii) valuation reports of the shareholders’ contribution in kind (if any) issued by a qualified PRC asset valuation institute, (viii) Foreign Exchange Registration Certificates of any FIEs, and (ix) Organization Code Certificates of the Domestic Entitiescompetent Government Authority. (f) All business licenses of the Domestic Entities with the relevant AIC authorities in the PRC are valid and reflect the current registered address of such Group Companies.

Group Companies. (a) Section 2.3(a3.5(a) of the Company Disclosure Schedule sets forth a true, complete and correct corporate structure chart containing the name, the place of organization and the shareholder(s) of each Group Company as well as each such shareholder’s equity ownership percentage in such Group Company. Each accurate list of the Group Companies (other than the Company) and, for each such Group Company, its name, the jurisdiction in which it is duly incorporated or organized, the names of its shareholders and the amount of share capital or other equity interest in such Group Company held by each such shareholder as of the date hereof and as of the Closing Date. Each such Group Company (i) is a duly organized and validly existing and company or other entity and, where applicable, in good standing with its business license and articles of association in full force and effect under, and in compliance with, under the Laws laws of the jurisdiction of its incorporation or organization; (ii) is duly qualified or authorized to do business and, where applicable, is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization; and (iii) has all requisite corporate or entity power and authority to own, lease and operate its properties and carry on its business as now conducted. As Except as set forth in Section 3.5(a) of the ClosingDisclosure Schedule, all outstanding equity interests of each none of the Group Companies are owned is a participant in any joint venture, partnership or effectively controlledother similar arrangement, or otherwise owns or Controls (directly or indirectly) any share or interest in any Person. Except as set forth in Section 3.5(a) of the Disclosure Schedule, by contractual arrangement the Group Companies do not maintain any office or otherwisebranch. (b) Except as set forth in Section 3.5(a) of the Disclosure Schedule, by all the Company. No equity security of any Group Company is outstanding share capital, registered capital or may be required to be issued by reason of any option, warrant, preemptive right, right to subscribe to, call or commitment of any character whatsoever relating to, or security or right convertible into, any other equity interest of such Group Company. All of the issued and outstanding shares of capital stock (or equivalent interests) of each Group Company are duly authorized, is validly issued, fully paid and non-assessable and are owned or controlled, directly or indirectly, by the Company free and clear of all LiensLiens by the Persons and in such amounts as indicated in Section 3.5(a) of the Disclosure Schedule. Each There are no shares or equity, or any securities convertible into or exercisable or exchangeable for any of the foregoing, no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), subscriptions, or other rights, proxy or shareholders agreements or Contracts of any kind, either directly or indirectly, entitling the holder thereof to purchase or otherwise acquire or to compel any of the Group Companies (other than the Company) has all requisite corporate power and authority to ownissue, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts a material portion of its business. Except in respect of the Group Companies, the Company does not own beneficially, directly repurchase or indirectly, more than 5% redeem any share or other securities of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. (b) None of the Group Companies Company. No Group Company is a party or subject to any right Contract that affects or relates to the voting or giving of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreementwritten consents with respect to, or shareholders agreement with respect the right to cause the sale registration of, any share or voting of any other securities of any Group Company. (c) The registered capital Each person serving as a director, officer, supervisor or legal representative of each of the Domestic Entities are set forth opposite their respective names on Section 2.3(c) of the Company Disclosure Schedule. The registered capital of the Domestic Entities are fully paid in accordance with the applicable Laws. (d) Each any Group Company has all material franchises, permits, licenses, approvals, authorizations and any similar governmental authority or registration with any Governmental or Regulatory Authority necessary for the conduct of the business of such Group Company (the “Material Licenses”). Section 2.3(d) of the Company Disclosure Schedule contains a complete and correct list of all Material Licenses and the termination date of each such Material License. The Material Licenses are in full force and effect and to the Company’s Knowledge, will remain in effect except if terminated or expired in the Ordinary Course of Business. None is an employee of the Group Companies and, except as specifically set forth in the Existing Articles, no Person has the right to appoint any director, officer, supervisor or legal representative to any Group Company. No person is in default in any material respect under any serving as an observer on the board of its Material Licenses and has not received any written notice relating to the suspension, revocation or modification directors of any such Material Licenses. To Group Company, and no Person has the Company’s Knowledge, no other license is necessary for, or otherwise material to, the conduct of the business by right to appoint any observer to any Group Company. (e) Section 2.3(e) of the Company Disclosure Schedule lists all currently effective (i) approval letters and Foreign Investment Enterprise Approval Certificate issued by the PRC Ministry of Commerce or the relevant local officers to any Group Company which is a wholly foreign owned enterprise or Sino-foreign joint venture or Sino-foreign co-operative joint venture (collectively, the “FIEs”) with respect to the establishment and change of such FIEs (including changes in registered capital, shareholding, business scope and equity interest, etc.), (ii) approval letters issued by the PRC National Development and Reform Commission or its relevant local offices to any Group Company on the establishment of such Group Company or its operations or other project constructions, if any, (iii) business licenses issued by the PRC State Administration of Industry and Commerce and any local administration for industry and commerce to any Group Company, (iv) registrations with the PRC State Administration of Foreign Exchange or its local counterparts (“SAFE”) on the round-trip investment by any Shareholders who are PRC residents or the Domestic Entities, (v) tax registration certificates of the Domestic Entities, (vi) Capital Verification Reports of the Domestic Entities with respect to its establishment and change of registered capital, (vii) valuation reports of the shareholders’ contribution in kind (if any) issued by a qualified PRC asset valuation institute, (viii) Foreign Exchange Registration Certificates of any FIEs, and (ix) Organization Code Certificates of the Domestic Entities. (f) All business licenses of the Domestic Entities with the relevant AIC authorities in the PRC are valid and reflect the current registered address of such Group Companies.