Governing Law and Consent to Jurisdiction
The indenture and the debt securities will be governed by and will be construed in accordance with the laws of the State of New York. We have
agreed that any action arising out of or based upon the indenture may be instituted in any U.S. federal or New York State court located in the Borough of Manhattan, The City of New York, and have irrevocably submitted to the non-exclusive jurisdiction of any such court in any such action. We have appointed C T Corporation System as our agent upon which process may be served in any such action.
We have agreed that, to the extent that we are or become entitled to any sovereign or other immunity, we will waive such immunity in respect
of our obligations under the indenture.
Set forth below are definitions of certain of the terms used herein. Additional terms are defined elsewhere above or in the indenture.
Business Day means a day other than a Saturday, Sunday or a day on which banking institutions or trust companies in The City of New York, Hong
Kong or Beijing are authorized or obligated by law, regulation or executive order to remain closed.
Capital Stock of any Person means any and
all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Shares and limited liability or partnership interests (whether
general or limited), but excluding any debt securities convertible or exchangeable into such equity.
Company means Baidu, Inc.
Consolidated Affiliated Entity of any Person means any corporation, association or other entity which is or is required to be consolidated with
such Person under Accounting Standards Codification subtopic 810-10, Consolidation: Overall (including any changes, amendments or supplements thereto) or, if such Person prepares its financial statements in
accordance with accounting principles other than U.S. GAAP, the equivalent of Accounting Standards Codification subtopic 810-10, Consolidation: Overall under such accounting principles. Unless otherwise
specified herein, each reference to a Consolidated Affiliated Entity will refer to a Consolidated Affiliated Entity of ours.
Entity of any Person means a Subsidiary or a Consolidated Affiliated Entity of such Person.
Default means any event that is, or with
the passage of time or the giving of notice or both would be, an Event of Default.
Dollar Equivalent means, with respect to any monetary
amount in a currency other than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the base rate for the purchase of U.S.
dollars with the applicable foreign currency as quoted by the Federal Reserve Bank of New York on the date of determination.
relation to a debt security, means the Person in whose name a debt security is registered in the security register for the registration and the registration of transfer or of exchange of the applicable series of securities.
Person means any individual, corporation, firm, limited liability company, partnership, joint venture, undertaking, association, joint stock
company, trust, unincorporated organization, trust, state, government or any agency or political subdivision thereof or any other entity (in each case whether or not being a separate legal entity).