Amendment to Constitutional Documents. The Eighth Amended and Restated Memorandum and Articles of Association of the Company shall have been (a) duly amended and restated as the Restated Articles in a form reasonably satisfactory to Tencent so that (i) the articles thereunder shall be consistent with the provisions under the Shareholders Agreement, (ii) the authorized share capital of the Company shall consist of 10,000,000,000 shares of a nominal or par value of US$0.000005 each, of which 7,924,497,940 are designated as Ordinary Shares and 2,075,502,060 are designated as Preferred Shares and (iii) the Ordinary Shares held by the Founder Holding Companies shall be designated as Class B ordinary shares of a nominal or par value of US$0.000005 each (the “Class B Ordinary Shares”) and the Ordinary Shares other than those held by the Founder Holding Companies shall be designated as Class A ordinary shares of a nominal or par value of US$0.000005 each (the “Class A Ordinary Shares”), provided that holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class, and, where a poll is requested, each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to ten vote; and (b) the Restated Articles shall have been (a) duly adopted by the Company by all necessary corporate action of its Board of Directors and its shareholders, and shall have become and remain effective under the applicable laws.
Appears in 4 contracts
Samples: Series D Preferred Shares Purchase Agreement, Series D Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
