Acts of the Group. Companies Requiring Approval of the Majority Preferred Holders. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, and the shareholders of the Company shall procure the Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in writing by the Majority Preferred Holders:
Acts of the Group. Companies Requiring Approval of the holders of a majority of the Series D Preferred Shares and holders of a majority of the Series D+ Preferred Shares. Regardless of anything else contained herein or in the Charter Documents of any Group Company and without prejudice to any other provisions of Section 10, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, and the shareholders of each Group Company shall procure such Group Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in writing by the holders of a majority of the Series D Preferred Shares and the holders of a majority of the Series D+ Preferred Shares:
Acts of the Group. Companies Requiring Approvals of the Preferred Supermajority Holders. Regardless of anything else contained herein or in the Charter Documents of any Group Company but subject to Section 6.4 and section 5.8 and 6.4 of Exhibit A to the Memorandum and Articles (as amended from time to time), unless approved by the Preferred Supermajority Holders in advance, no Group Company shall, in a single transaction or a series of related transactions, directly or indirectly, by amendment, merger, consolidation, scheme of arrangement, amalgamation or otherwise or not, take, permit to occur, approve, authorize, or agree or commit to any of the following actions, provided, that where any such action requires a Special Resolution of the Members in accordance with the Statute, and the said prior approval has not been obtained, the holders of the Preferred Shares who vote against the resolution shall be deemed to have the same number of votes as those Shareholders who vote in favor of such resolution plus one.
Acts of the Group. Companies Requiring Approvals of the Holders Representing More Than Seventy-Five Percent of the Voting Power of the Outstanding Preferred Shares. Regardless of anything else contained herein or in the Charter Documents of any Group Company but subject to Section 6.5 of this Agreement and section 5.8 and 6.4 of Exhibit A to the Memorandum and Articles (as amended from time to time), unless approved by the holders representing more than seventy-five percent (75%) of the voting power of the outstanding Preferred Shares in advance, no Group Company shall, in a single transaction or a series of related transactions, directly or indirectly, by amendment, merger, consolidation, scheme of arrangement, amalgamation or otherwise or not, take, permit to occur, approve, authorize, or agree or commit to authorize, issue or allot New Shares (except for any grant or issue pursuant to the ESOP), other than, (x) issuance by the Company of the Series F-1 Preferred Shares or other Equity Securities of the Company issuable upon exercise of the Warrant, and (y) if elected by Baidu, forfeiture of the Series F-2 Preferred Share held by it and re-issuance of the Series F-2 Preferred Share to its designated Affiliate, upon any partial exercise of the Warrant as contemplated by the Share Purchase Agreement, provided, that where any such action requires a Special Resolution of the Members in accordance with the Statute, and the said prior approval has not been obtained, the holders of the Preferred Shares who vote against the resolution shall be deemed to have the same number of votes as those Shareholders who vote in favor of such resolution plus one. In the event that any transaction of the same nature as the transaction listed in this Section 6.4 occurred before the Closing, the Company shall immediately notify the Series F Investors in writing with reasonable detail.
Acts of the Group. Companies Requiring Approval of Majority Investors. So long as no less than fifty percent (50%) of the Preferred Shares issued at the Closing are issued and outstanding, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure the Company not to, and the shareholders of the Company shall procure the Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, without the written consent or affirmative vote of the Majority Investors, given in writing or by vote at a meeting, consenting or voting (as the case may be) (vote together and separately as a class or series),
Acts of the Group. Companies Requiring Approval of the Founder Director and the Majority Investor Directors. In addition to such other limitations as may be provided in the Restated Articles, the following acts of any Group Company (as applicable, whether in a single transaction or a series of related transactions, and whether directly or indirectly, or by amendment, merger, consolidation, reorganization or otherwise) shall require the prior written approval of the Founder Director and the Majority Investor Directors:
Acts of the Group. Companies requiring Approval of the Majority Holders. Notwithstanding anything to the contrary contained herein or in the Charter Documents of any Group Company, any Group Company shall not, and the Parties (other than Tencent) shall cause each Group Company, not to take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless otherwise approved in writing by the Majority Holders:
Acts of the Group. Companies Requiring Approval of the Majority Preferred Holders Notwithstanding anything in this Agreement or in the Charter Documents of any Group Company, the Warrantors shall ensure that no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following acts, and no Party shall permit any Group Company to take, permit to occur, approve, authorize, or agree or commit to do any of the following acts, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in advance in writing by the Majority Preferred Holders, which shall include the approvals by Tencent for so long as the number of the Preferred Shares (as converted or reclassified from time to time) held by Tencent does not fall below the Tencent Shareholding Threshold and by the Founder Vehicles, provided that, where the applicable Law requires a special resolution to approve any of the acts specified below, in computing the majority when a poll is demanded for the purposes of passing such a special resolution at a meeting of Shareholders, the Majority Preferred Holders, which shall include the approvals by Tencent for so long as the number of the Preferred Shares (as converted or reclassified from time to time) held by Tencent does not fall below the Tencent Shareholding Threshold and by the Founder Vehicles, shall have the voting rights equal to all Shareholders who voted in favor of the special resolution plus one:
Acts of the Group. Companies Requiring Approval of the Requisite Series B Holders. Notwithstanding anything else contained herein, no Group Company shall, prior to the earlier of the consummation of the Subject IPO or an alternative Qualified IPO approved by the Board with the affirmative vote of the Preferred Directors , take, permit to occur, approve, authorize, or agree to commit to do any of the following, and each Party shall procure such Group Company not to, and the shareholders of the Company shall procure the Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in accordance with applicable Law and in advance in writing by the Requisite Series B Holders (which approval will not be unreasonably withheld, delayed or conditioned by any holder of Series B Preferred Shares):
Acts of the Group. Companies Requiring Approval of Requisite Preferred Holders. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and each Party shall procure each Group Company not to, and the shareholders of the Company shall procure the Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in writing by the Requisite Preferred Holders in advance; provided that (i) if any of the following affects adversely the Series C Preferred Shares specifically or affects adversely the Series C Preferred Shares differently from any other series of the Preferred Shares, such approval shall also include the approval of the holders of at least a majority of the then-outstanding Series C Preferred Shares, (ii) if any of the following affects adversely the Series B Preferred Shares differently from any other series of the Preferred Shares, such approval shall also include the approval of the holders of a majority of the then-outstanding Series B Preferred Shares, and (iii) if any of the following affects adversely any series of Series A Preferred Shares differently from any other series of the Preferred Shares, such approval shall also include the approval of the holders of a majority of the then-outstanding Series A Preferred Shares (voting together as a single class and on an as-converted basis):
