Common use of Title to the Transferred Shares Clause in Contracts

Title to the Transferred Shares. As of immediately prior to the execution and delivery of this Agreement by the Parties, the Seller is the sole and exclusive record owner of the Transferred Shares and the Expedia Parties are the sole beneficial owners of the Transferred Shares, free and clear of any Encumbrances and restrictions on transfer (other than Encumbrances and restrictions under applicable securities Laws, the Investor Agreement, the 2011 Investor Rights Agreement and the Memorandum and Articles of Association). Neither Expedia Party is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Transferred Shares, and other than this Agreement and the 2011 Investor Rights Agreement, there are no outstanding contracts or understandings to which either Expedia Party is a party involving the purchase, sale or other acquisition or disposition of the Transferred Shares or any interest therein. The extract of Register of Members of eLong and related certification issued by the registered office provider of eLong and delivered to the Purchasers by Seller pursuant to Section 2.3 hereof, evidencing the ownership by the applicable Purchaser of the Transferred Shares to be purchased by such Purchaser hereunder as set forth opposite such Purchaser’s name on Schedule 3, will transfer to such applicable Purchaser good and valid title to such Transferred Shares, free and clear of all Encumbrances and restrictions on transfer (except for restrictions on transfer under applicable securities Laws, the Investment Agreement, the 2011 Investor Rights Agreement and the Memorandum and Articles of Association, and except for any restrictions arising under any arrangements made by or among one or more Purchasers) and the Transferred Shares to be transferred hereunder by the Seller to such applicable Purchaser shall be fully paid and nonassessable with such Purchaser being entitled to all rights accorded to a holder of Ordinary Shares. The sale of the Transferred Shares pursuant to this Agreement is not subject to preemptive or other similar rights of any security holder of eLong or the Expedia Parties.