Common use of Organization of Subsidiaries Clause in Contracts

Organization of Subsidiaries. Each of Xxxxx.xxx (Hong Kong) Limited ("Xxxxx.xxx Hong Kong"), Ctrip Computer Technology (Shanghai) Co., Ltd. ("Ctrip Computer Technology") and Ctrip Travel Information Technology (Shanghai) Co., Ltd. ("Ctrip Travel Information"), which constitute all subsidiaries of the Company within the meaning of Rule 1-02 of Regulation S-X under the 1933 Act (together with the VIEs (as defined below in Section 1(a)(vii)), the "Subsidiaries") has been duly organized and is validly existing under the laws of the jurisdiction of its incorporation or formation, and has legal right, power and authority to own, lease and operate its properties, if any, and to conduct its business as described in the Prospectuses and is duly qualified to transact business in any jurisdiction in which it owns or leases any properties or conducts any business except where the failure to so qualify would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or equity interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company (except for the VIEs), directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or equity interest of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Appears in 2 contracts

Samples: Underwriting Agreement (Ctrip Com International LTD), International Purchase Agreement (Ctrip Com International LTD)

AutoNDA by SimpleDocs

Organization of Subsidiaries. Each of Xxxxx.xxx Cxxxx.xxx (Hong Kong) Limited ("Xxxxx.xxx “Cxxxx.xxx Hong Kong"), Ctrip Computer Technology (Shanghai) Co., Ltd. ("Ctrip Computer Technology") and Ctrip Travel Information Technology (Shanghai) Co., Ltd. ("Ctrip Travel Information"), which constitute all subsidiaries of the Company within the meaning of Rule 1-02 of Regulation S-X under the 1933 Act (together with the VIEs (as defined below in Section 1(a)(vii)), the "Subsidiaries") has been duly organized and is validly existing under the laws of the jurisdiction of its incorporation or formation, and has legal right, power and authority to own, lease and operate its properties, if any, and to conduct its business as described in the Prospectuses Prospectus and is duly qualified to transact business in any jurisdiction in which it owns or leases any properties or conducts any business except where the failure to so qualify would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and contained in the documents incorporated by reference, all of the issued and outstanding capital stock or equity interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company (except for the VIEs), directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or equity interest of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Appears in 1 contract

Samples: Underwriting Agreement (Ctrip Com International LTD)

Organization of Subsidiaries. Each of Xxxxx.xxx (Hong Kong) Limited ("Xxxxx.xxx Hong Kong"), Ctrip Computer Technology (Shanghai) Co., Ltd. ("Ctrip Computer Technology") and Ctrip Travel Information Technology (Shanghai) Co., Ltd. ("Ctrip Travel Information"), which constitute all subsidiaries of the Company within the meaning of Rule 1-02 of Regulation S-X under the 1933 Act (together with the VIEs (as defined below in Section 1(a)(vii)), the "Subsidiaries") has been duly organized and is validly existing under the laws of the jurisdiction of its incorporation or formation, and has legal right, power and authority to own, lease and operate its properties, if any, and to conduct its business as described in the Prospectuses Prospectus and is duly qualified to transact business in any jurisdiction in which it owns or leases any properties or conducts any business except where the failure to so qualify would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and contained in the documents incorporated or deemed to be incorporated by reference, all of the issued and outstanding capital stock or equity interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company (except for the VIEs), directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or equity interest of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Appears in 1 contract

Samples: Underwriting Agreement (Ctrip Com International LTD)

AutoNDA by SimpleDocs

Organization of Subsidiaries. Each of Xxxxx.xxx (Hong Kong) Limited ("Xxxxx.xxx Hong Kong"), Ctrip Computer Technology (Shanghai) Changzhou Xxxxx Solar Energy Co., Ltd. ("Ctrip Computer Technology") and Ctrip Travel Information Technology (Shanghai) Co.“Xxxxx China”), Top Energy International, Ltd. ("Ctrip Travel Information"“Top Energy”, and each of Xxxxx China and Top Energy, a “Significant Subsidiary”), which constitute all subsidiaries of the Company within the meaning of Rule 1-02 of Regulation S-X under the 1933 Act Xxxxx Solar (together with the VIEs Luxembourg) S.à.x.x. and Xxxxx Solar (as defined below in Section 1(a)(vii))Germany) GmbH (collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing, where applicable, under the laws of the jurisdiction of its incorporation or formationincorporation, and has legal right, the corporate power and authority to own, lease and operate its properties, if any, and to conduct its business as described in the Prospectuses Registration Statement, the General Disclosure Package and the Final Prospectus and is duly qualified to transact business and is in good standing, where applicable, in any other jurisdiction in which it owns or leases any properties or conducts any business except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or equity interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company (except for the VIEs), directly or through Subsidiariesdirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or equity interest of any each Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiaries, the Company does not own, directly or indirectly, any entity.

Appears in 1 contract

Samples: Underwriting Agreement (Trina Solar LTD)

Time is Money Join Law Insider Premium to draft better contracts faster.