Common use of PRC Matters Clause in Contracts

PRC Matters. (i) The Company and the Founders shall ensure that all filings and registrations with the relevant PRC Governmental Authorities required in respect of the Group Companies and the Founders, including the registrations with the Ministry of Commerce (or any predecessors), the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), tax bureau, customs authorities, telecommunication authorities, administration of industry and commerce authorities, internet supervision authorities and the local counter part of each of the aforementioned governmental authorities, as applicable, shall be duly completed in accordance with the relevant Laws. (ii) If any holder of Shares of the Company, including, without limitation, Ordinary Shares and Preference Shares, or any other Equity Securities (each, a “Company Security Holder”) is a “Domestic Resident” as defined in Circular 37 issued by SAFE on July 4, 2014 (“Circular 37”) and is subject to the SAFE registration or reporting requirements under Circular 37, in each case as determined by the Board of Directors or counsel to the Company, the Company shall promptly obtain a power of attorney reasonably satisfactory to the majority of the Holders of the Series A Preference Shares, the Series B Preference Shares, the Series D Preference Shares and the Series E Preference Shares (voting together as a single class on an as-if-converted basis) from such Company Security Holder, and the Company shall cause the designated representative under such power of attorney to take such actions and execute such instruments on behalf of such Company Security Holder to comply with the applicable SAFE registration or reporting requirements under Circular 37 as determined in the sole discretion of the Board of Directors or counsel to the Company. The Company and any of its Subsidiaries shall fully comply with all applicable PRC Laws relating to the filing, registration and reporting to SAFE or any of its local branches with respect to any foreign exchange transactions, investments, changes or occurrence of significant events.

PRC Matters. (i) The Company and the Founders Covenantors shall ensure that all filings and registrations with the relevant PRC Governmental Authorities required in respect of the Group Companies and the FoundersManagement Parties, including the registrations with the Ministry of Commerce (or any predecessors), the Ministry of Industry and Information Technology, the State Administration for of Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), tax bureau, customs authorities, telecommunication product registration authorities, administration of industry and commerce authorities, internet supervision health regulatory authorities and the local counter part of each of the aforementioned governmental authorities, as applicable, shall be duly completed in accordance with the relevant Laws. (ii) If any holder Shareholder or beneficiary owner of Shares shares of the Company, including, without limitation, Ordinary Shares and Preference Preferred Shares, or any other Equity Securities (each, a “Company Security Holder”) is a “Domestic Resident” as defined in Circular 37 issued by SAFE on July 4, 2014 (“Circular 37”) and is subject to the SAFE registration or reporting requirements under Circular 37, in each case as determined by the Board of Directors or counsel to the Company, the Company shall and the Management Parties shall cause the Company to promptly obtain a power of attorney reasonably satisfactory to the majority of the Holders of the Series A Preference Shares, the Series B Preference Shares, the Series D Preference Shares and the Series E Preference Shares (voting together as a single class on an as-if-converted basis) Preferred Shareholder Majority from such Company Security Holder, and the Company shall and the Management Parties shall cause the Company to cause the designated representative under such power of attorney to take such actions and execute such instruments on behalf of such Company Security Holder to comply with the applicable SAFE registration or reporting requirements under Circular 37 as determined in the sole discretion of the Board of Directors or counsel to the Company. The Company Group Companies and any of its Subsidiaries the Management Parties shall fully comply with all applicable PRC Laws relating to the filing, registration and reporting to SAFE or any of its local branches with respect to any foreign exchange transactions, investments, changes or occurrence of significant events. (iii) The Parties hereby acknowledge and agree that, as part of the consideration for the Preferred Shareholders’ subscription of Preferred Shares and other valuable consideration, the Company and any of its current or future Subsidiaries have the option, exercisable by the Company or any of its current or future wholly-owned Subsidiaries, as the case may be, at any time (provided that such purchase by the Company or any of its current or future wholly-owned Subsidiaries is permitted under the then applicable Laws of the PRC) to purchase or transfer to the Company or any of its current or future wholly-owned Subsidiaries the entire equity interest of any Controlled Entity from the shareholders of such Controlled Entity at the lowest amount permitted under the then applicable Laws of the PRC. The parties further agree to effect such transfer of equity interest in the Controlled Entity upon receipt of the written request of the Preferred Shareholder Majority, provided that such transfer shall at the time of such request be permissible under the then applicable Laws of the PRC.

PRC Matters. (i) The Company and the Founders shall ensure that all filings and registrations with the relevant PRC Governmental Authorities required in respect of the Group Companies and the Founders, including the registrations with the Ministry of Commerce (or any predecessors), the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of Transport, the State Administration for Industry and CommerceMarket Regulation (or any predecessors), the State Administration of Foreign Exchange (“SAFE”), tax bureau, customs authorities, telecommunication product registration authorities, administration of industry and commerce authorities, internet supervision health regulatory authorities and the local counter part of each of the aforementioned governmental authorities, as applicable, shall be duly completed in accordance with the relevant Laws. (ii) If any holder Shareholder or beneficiary owner of Shares Equity Securities of the Company, including, without limitation, Ordinary Shares and Preference Shares, or any other Equity Securities Company (each, a “Company Security Holder”) is a “Domestic Resident” as defined in Circular 37 issued by SAFE on July 4, 2014 (“Circular 37”) and is subject to the SAFE registration or reporting requirements under Circular 37, in each case as determined by the Board of Directors or counsel to the Company, the Company shall and the Founders shall cause the Company to promptly obtain a power of attorney reasonably satisfactory to the majority of the Holders of the Series A Preference Shares, the Series B Preference Shares, the Series D Preference Shares and the Series E Preference Shares (voting together as a single class on an as-if-converted basis) Antfin from such Company Security Holder, and the Company shall and the Founders shall cause the Company to cause the designated representative under such power of attorney to take such actions and execute such instruments on behalf of such Company Security Holder to comply with the applicable SAFE registration or reporting requirements under Circular 37 as determined in the sole discretion of the Board of Directors or counsel to the Company. The Company Group Companies and any of its Subsidiaries the Founders shall fully comply with all applicable PRC Laws relating to the filing, registration and reporting to SAFE or any of its local branches with respect to any foreign exchange transactions, investments, changes or occurrence of significant events. (iii) The Parties hereby acknowledge and agree that, as part of the consideration for the Investors’ subscription of the Preferred Shares and other valuable consideration, the Company and any of its current or future Subsidiaries have the option, exercisable by the Company or any of its current or future Subsidiaries, as the case may be, at any time (provided that such purchase by the Company or any of its current or future Subsidiaries is permitted under the then applicable Laws of the PRC) to purchase or transfer to an Affiliate of the Company the entire equity interest of any Controlled Entity from the shareholders of such Controlled Entity at the lowest amount permitted under the then applicable Laws of the PRC. The parties further agree to effect such transfer of equity interest in the Controlled Entity upon receipt of the written request of any Key Investor, provided that such transfer shall at the time of such request be permissible under the then applicable Laws of the PRC.

PRC Matters. (i) The Company and the Founders Covenantors shall ensure that all filings and registrations with the relevant PRC Governmental Authorities required in respect of the Group Companies Companies, the Founders and the FoundersFounder Vehicles, including the registrations with the Ministry of Commerce (or any predecessors), the State Administration for of Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), tax bureau, customs authorities, telecommunication authorities, administration of industry and commerce authorities, internet supervision authorities bureau and the local counter part of each of the aforementioned governmental authoritiesGovernmental Authorities, as applicable, shall be duly completed in accordance with the relevant Laws. (ii) If any holder Shareholder or beneficiary owner of Shares Equity Interests of the Company, including, without limitation, Ordinary Shares Equity Interests and Preference SharesPreferred Equity Interests, or any other Equity Securities (each, a “Company Security Holder”) is a “Domestic Resident” as defined in Circular 37 the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment and Financing and Round Trip Investment via Overseas Special Purpose Companies issued by SAFE on July 4, 2014 (as supplemented by implementing rules and regulations, and by any successor rule or regulation under PRC Law, including but not limited to any rule or regulation interpreting or setting forth provisions for implementation of any of the foregoing, “Circular 37”) and is subject to the SAFE registration or reporting requirements under Circular 37, in each case as determined by the Board of Directors or counsel to the Company, and to the extent practicable with SAFE, the Company shall promptly obtain a power of attorney reasonably satisfactory to the majority of the Holders of the Series A Preference Shares, the Series B Preference Shares, the Series D Preference Shares and the Series E Preference Shares (voting together as a single class on an as-if-converted basis) from such Company Security Holder, Founders and the Company Founder Vehicles shall cause the designated representative under such power of attorney to take such actions and execute such instruments on behalf of such Company Security Holder to comply with the applicable SAFE registration or reporting requirements under Circular 37 as determined in the sole discretion of the Board of Directors or counsel to the Company. The Company Group Companies and any of its Subsidiaries the Founders shall fully comply with all applicable PRC Laws relating to the filing, registration and reporting to SAFE or any of its local branches counterparts with respect to any foreign exchange transactions, investments, changes or occurrence of significant events. (iii) The Parties hereby acknowledge and agree that, as part of the consideration for the Series A Investors’, Series B Investors’ and Series C Investors’ subscription of Preferred Equity Interests and other valuable consideration, the Company and any of its current or future Subsidiaries have the option, exercisable by the Company or any of its current or future Subsidiaries, as the case may be, at any time (provided that such purchase by the Company or any of its current or future Subsidiaries is permitted under the then applicable Laws of the PRC) to purchase or transfer to an Affiliate of the Company the entire equity interest of any Controlled Entity from the shareholders of such Controlled Entity at the lowest amount permitted under the then applicable Laws of the PRC. The Parties further agree to effect such transfer of equity interest in the Controlled Entity upon receipt of the written request of the Preferred Shareholder Special Majority, provided that such transfer shall at the time of such request be permissible under the then applicable Laws of the PRC.

PRC Matters. (i) The Covenantors shall, and shall procure each Group Company and the Founders shall to, ensure that all filings and registrations with the relevant PRC Governmental Authorities required in respect of the Group Companies and the Founderstheir management, including the registrations with the Ministry of Commerce (or any predecessors), the Ministry of Information Industry, the State Administration for Industry and CommerceMarket Regulation, the State Administration of Foreign Exchange (“SAFE”), tax bureau, customs authorities, telecommunication product registration authorities, administration of industry and commerce authorities, internet supervision health regulatory authorities and the local counter part counterpart of each of the aforementioned governmental authoritiesGovernmental Authorities, as applicable, shall be duly completed in accordance with the relevant Lawsapplicable laws. (iia) If the Company becomes aware that any holder Shareholder or beneficial owner of Shares of the Company, including, without limitation, Ordinary Shares and Preference Shares, or any other Equity Securities Company (each, a “Company Security Holder”) is a “Domestic Resident” as defined in Circular 37 issued by SAFE on July 4, 2014 and any successor rule or regulation under PRC law (“Circular 37”) and is subject to the SAFE registration or reporting requirements under Circular 3737 and any other applicable SAFE rules and regulations, in each case as determined by the Board of Directors or counsel to the Company, the Company shall promptly obtain a power of attorney reasonably satisfactory to the majority of the Holders of the Series A Preference Shares, the Series B Preference Shares, the Series D Preference Shares and the Series E Preference Shares (voting together as a single class on an as-if-converted basis) from such Company Security Holder, and the Company shall cause the designated representative under such power of attorney to take such actions and execute such instruments on behalf of such Company Security Holder to comply with the applicable SAFE registration or reporting requirements under Circular 37 and any other applicable SAFE rules and regulations as determined in the sole discretion of the Board of Directors or counsel to the Company. The Group Companies shall, and the Covenantors shall procure each Group Company and any of its Subsidiaries shall to, fully comply with all applicable PRC Laws laws relating to the filing, registration and reporting to SAFE or any of its local branches with respect to any foreign exchange transactions, investments, changes or occurrence of significant events. Xx. Xxxxxxx Xxxx hereby covenants that, as a Shareholder and a beneficial owner of Shares of the Company, he shall take necessary actions to comply with the applicable SAFE registration or reporting requirements under Circular 37 and any other applicable SAFE rules and regulations. (b) The Parties hereby acknowledge and agree that, the foreign-investment entities (the “WFOEs”) which are the parties of the Control Documents and indirectly wholly owned by the Company have the option, exercisable by the WFOEs, as the case may be, at any time (provided that such purchase is permitted under the then applicable laws of the PRC) to purchase or transfer to the WFOEs or any third party assigned by the WFOEs the entire equity interest of the relevant VIE Entities which are the parties of the Control Documents (“Controlled Entities”) from the shareholders of such Controlled Entities at the lowest amount permitted under the then applicable laws of the PRC. The Parties further agree to effect such transfer of equity interest in the Controlled Entity upon receipt of the written request of Daojia (for so long as such Party remains to be a Key Shareholder); provided that such transfer shall at the time of such request be permissible under the then applicable Laws of the PRC.

PRC Matters. (i) The Company and the Founders Covenantors shall ensure that all filings and registrations with the relevant PRC Governmental Authorities required in respect of the Group Companies Companies, the Founders and the FoundersFounder Vehicles, including the registrations with the Ministry of Commerce (or any predecessors), the State Administration for of Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), tax bureau, customs authorities, telecommunication authorities, administration of industry and commerce authorities, internet supervision authorities bureau and the local counter part of each of the aforementioned governmental authoritiesGovernmental Authorities, as applicable, shall be duly completed in accordance with the relevant Laws. (ii) If any holder Shareholder or beneficiary owner of Shares of the Company, including, without limitation, Ordinary Shares and Preference Preferred Shares, or any other Equity Securities (each, a “Company Security Holder”) is a “Domestic Resident” as defined in Circular 37 the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment and Financing and Round Trip Investment via Overseas Special Purpose Companies issued by SAFE on July 4, 2014 (as supplemented by implementing rules and regulations, and by any successor rule or regulation under PRC Law, including but not limited to any rule or regulation interpreting or setting forth provisions for implementation of any of the foregoing, “Circular 37”) and is subject to the SAFE registration or reporting requirements under Circular 37, in each case as determined by the Board of Directors or counsel to the Company, and to the extent practicable with SAFE, the Company shall promptly obtain a power of attorney reasonably satisfactory to the majority of the Holders of the Series A Preference Shares, the Series B Preference Shares, the Series D Preference Shares and the Series E Preference Shares (voting together as a single class on an as-if-converted basis) from such Company Security Holder, Founders and the Company Founder Vehicles shall cause the designated representative under such power of attorney to take such actions and execute such instruments on behalf of such Company Security Holder to comply with the applicable SAFE registration or reporting requirements under Circular 37 as determined in the sole discretion of the Board of Directors or counsel to the Company. The Company Group Companies and any of its Subsidiaries the Founders shall fully comply with all applicable PRC Laws relating to the filing, registration and reporting to SAFE or any of its local branches counterparts with respect to any foreign exchange transactions, investments, changes or occurrence of significant events. (iii) The Parties hereby acknowledge and agree that, as part of the consideration for the Series A Investors’, Series B Investors’ and Series C Investors’ subscription of Preferred Shares and other valuable consideration, the Company and any of its current or future Subsidiaries have the option, exercisable by the Company or any of its current or future Subsidiaries, as the case may be, at any time (provided that such purchase by the Company or any of its current or future Subsidiaries is permitted under the then applicable Laws of the PRC) to purchase or transfer to an Affiliate of the Company the entire equity interest of any Controlled Entity from the shareholders of such Controlled Entity at the lowest amount permitted under the then applicable Laws of the PRC. The Parties further agree to effect such transfer of equity interest in the Controlled Entity upon receipt of the written request of the Preferred Shareholder Special Majority, provided that such transfer shall at the time of such request be permissible under the then applicable Laws of the PRC.

PRC Matters. (ia) The Company and the Founders shall use their best efforts to ensure that all filings and registrations with the relevant PRC Governmental Authorities governmental authorities required in respect of the Group Companies and the FoundersBVI Companies, including the registrations with the Ministry of Commerce (or any predecessors), the Ministry of Industry and Information Technology, the State Administration for of Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), tax bureau, customs authorities, telecommunication product registration authorities, administration of industry and commerce authorities, internet supervision health regulatory authorities and the local counter part of each of the aforementioned governmental authorities, as applicable, shall be duly completed in accordance with the relevant Lawslaws and regulations. (iib) If any holder direct or beneficiary owner of Shares shares of the Company, including, without limitation, Ordinary Shares and Preference Preferred Shares, or any other Equity Securities equity securities (each, a “Company Security Holder”) is a “Domestic Individual Resident” (境内居民个人) as defined in Circular 37 the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment and Financing and Round Trip Investment via Overseas Special Purpose Companies issued by SAFE on July 414, 2014 2014, and by any successor rule or regulation under PRC law, including but not limited to any rule or regulation interpreting or setting forth provisions for implementation of any of the foregoing (collectively, “Circular 37”) ), and is subject to the SAFE registration or reporting requirements under Circular 37, in each case as determined by the Board of Directors or counsel to the Company, the Company shall promptly obtain a power of attorney reasonably satisfactory to the majority Board of the Holders of the Series A Preference Shares, the Series B Preference Shares, the Series D Preference Shares and the Series E Preference Shares Directors (voting together as a single class on an as-if-converted basisincluding all Investor Directors) from such Company Security Holder, and the Company shall cause the designated representative under such power of attorney to take such actions and execute such instruments on behalf of such Company Security Holder to comply with the applicable SAFE registration or reporting requirements under Circular 37 as determined in the sole discretion of the Board of Directors or counsel to the CompanyCompany (provided that such action by the Company or its designated representative is permitted and feasible under the then applicable laws of the PRC). The Company Group Companies and any of its Subsidiaries the BVI Companies shall fully comply with all applicable PRC Laws laws and regulations relating to the filing, registration and reporting to SAFE or any of its local branches with respect to any foreign exchange transactions, investments, changes or occurrence of significant events.