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SEC Filings

SC 13D
JD.COM, INC. filed this Form SC 13D on 01/08/2018
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Subsidiaries taken as a whole, or (b) the ability of such party to consummate the transactions contemplated by the Transaction Agreements and to timely perform its obligations hereunder and thereunder, except to the extent that any such material adverse effect results from (a) changes in generally accepted accounting principles that are generally applicable to comparable companies (to the extent not materially disproportionately affecting such party or its Subsidiaries), (b) changes in general economic and market conditions (including general capital market conditions) or changes affecting any of the industries in which such party or its Subsidiaries operate generally (in each case to the extent not materially disproportionately affecting such party or its Subsidiaries), or (c) the announcement or disclosure of this Agreement or any other Transaction Agreement, or the consummation of the transactions hereunder or thereunder; (d) any pandemic, earthquake, typhoon, tornado or other similar natural disaster.


NYSE” means The New York Stock Exchange.


Ordinary Shares” means collectively the Class A Shares, the Class B Shares and any other classes of ordinary shares of the Company (if applicable).


Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.


Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.


SEC” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act.


Subsidiary” of a party means any organization or entity, whether incorporated or unincorporated, which is controlled by such party and, for the avoidance of doubt, the Subsidiaries of a party shall include any variable interest entity over which such party or any of its Subsidiaries effects control pursuant to contractual arrangements and which is consolidated with such party in accordance with generally accepted accounting principles applicable to such party and any Subsidiaries of such variable interest entity.


Transaction Agreements” include this Agreement, the Investor Rights Agreement, and each of the other agreements and documents entered into or delivered by the parties hereto or their respective Affiliates in connection with the transactions contemplated by this Agreement.


(b)                                 Each of the following terms is defined in the Section set forth opposite such term:


Defined Terms











Section 6.04(a)



Section 6.04(b)

Claim Notice


Section 6.02(a)



Section 2.02(b)

Closing Date


Section 2.02(b)



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