Authorization of Voting Rights. The Person who has acquired Beneficial Ownership of Shares in a Control Share Acquisition shall have the same voting rights with respect to those Shares as the Beneficial Owners of all other Shares of the same class or series of the Trust only to the extent authorized by vote of Shareholders of the Trust at an annual meeting, special meeting in lieu of an annual meeting or special meeting at which such authorization is considered pursuant to Section 15.3(a) above. At any such meeting, such authorization shall be considered prior to any other matter that is subject to a Shareholder vote, and such authorization shall require the affirmative vote of the holders of a majority of the Shares entitled to vote generally in the election of Trustees, excluding Interested Shares. For the avoidance of doubt, Interested Shares shall be treated in the same manner in connection with such authorization as Shares acquired in a Control Share Acquisition for which no authorization is approved by Shareholders, as provided in the following sentence. If no such vote is adopted, (a) the Beneficial Owner of such Shares acquired in a Control Share Acquisition shall not have “power to vote” such Shares on any matters listed in Article V, Section 1 of the Declaration of Trust, such Shares held by such Beneficial Owner shall not be “entitled to” the voting power set forth in Article V, Section 1 of the Declaration of Trust and the Beneficial Owner of such Shares shall not otherwise have voting rights with respect to such Shares with respect to any matter pursuant to these Bylaws or the Declaration of Trust, and (b) such Shares shall not be considered “entitled to vote” for purposes of determining quorum pursuant to Article V, Section 3 of the Declaration of Trust and shall not be considered “present and entitled to vote” with respect to any adjournment within the meaning of Article 10, Section 10.2 of these Bylaws. Such Shares shall have “power to vote” (including the voting power prescribed in the Declaration of Trust), be “entitled to vote” and be “present and entitled to vote” upon transfer of Beneficial Ownership of such Shares to another Person unless such transfer constitutes a Control Share Acquisition by the acquirer, in which event the ability of the acquirer to vote such Shares shall be subject to the provisions of this Article 15.
Authorization of Voting Rights. 1.1 Shareholders hereby irrevocably undertake to, after execution of this Agreement, respectively sign the power of attorney according to the substance and form set forth in Appendix 1 hereof, under which the Wholly-owned Company or the representative then designated by the Wholly-owned Company shall have full power and authority to exercise the following rights granted to Shareholders as the shareholders of Nanjing Tuniu according to the Articles of Association of Nanjing Tuniu then in effect (“Authorized Rights”):
(1) attending the shareholder meeting of Nanjing Tuniu as the attorney-in-fact of Shareholders;
(2) exercising the voting rights in respect of all matters subject to discussion and resolution at the shareholder meeting on behalf of Shareholders;
(3) nominating and electing directors;
(4) proposing to convene an interim shareholder meeting; and
(5) other voting rights (including any other voting rights of shareholders conferred after amendment of the Articles of Association) vested in shareholders under the Articles of Association of Nanjing Tuniu.
1.2 Shareholders shall accept and assume relevant liabilities for any legal consequences arising out of exercise of the aforementioned Authorized Rights by the Wholly-owned Company.
1.3 Shareholders hereby acknowledge that the Wholly-owned Company is not required to solicit the opinions of Shareholders before exercising the Authorized Rights, provided that it shall immediately notify Shareholders after any resolution or proposal for convening an interim shareholder meeting is made.
Authorization of Voting Rights.
1.1 The Authorizer hereby agrees to irrevocably authorize Weibo Technology, within the term of authorization provided by this Agreement and in the Authorizer’s name, to exercise all shareholder’s voting rights the Authorizer is entitled to according to laws and Weimeng Chuangke’s articles of association in Weimeng Chuangke’s shareholders’ meetings, including but not limited to:
1.1.1 to decide Weimeng Chuangke’s management policy and investment plan;
1.1.2 to elect and change Weimeng Chuangke’s directors, and decide the matters regarding to director’s remuneration;
1.1.3 to elect and change Weimeng Chuangke’s supervisors, and decide the matters regarding to supervisor’s remuneration;
1.1.4 to review and approve the reports of Weimeng Chuangke’s board of directors;
1.1.5 to review and approve supervisor’s reports;
1.1.6 to review and approve Weimeng Chuangke’s annual financial budget xxxx and the proposal of final accounts;
1.1.7 to review and approve Weimeng Chuangke’s profit distribution plan and the plan to make good deficits;
1.1.8 to make decision on Weimeng Chuangke’s increasing or decreasing registered capital;
1.1.9 to make decision on Weimeng Chuangke’s issue of corporate bonds;
1.1.10 to make decision on Weimeng Chuangke’s shareholder transferring his subscribed capital to the persons other than Weimeng Chuangke’s shareholders;
1.1.11 to make decision on Weimeng Chuangke’s merger, separation, change of company’s form, dissolution and liquidation, etc.;
1.1.12 to make decision on changing Weimeng Chuangke’s business scope;
1.1.13 to revise Weimeng Chuangke’s articles of association;
1.1.14 to decide to change the contents or nature of Weimeng Chuangke’s business;
1.1.15 to decide to make a loan to any third party or incur any debts in Weimeng Chuangke’s name;
1.1.16 to decide to sell Weimeng Chuangke’s any assets or rights to any third party, including but not limited to intellectual properties;
1.1.17 to decide to set up any security rights against Weimeng Chuangke’s any assets (including both tangible and intangible assets) whatsoever such security is for;
1.1.18 to decide to assign the contracts signed by Weimeng Chuangke to any third party; and
1.1.19 to decide any other rights that may materially affect Weimeng Chuangke’s rights, obligations, assets or management matters.
Authorization of Voting Rights. 3.1 For the purpose of authorization of the voting rights, Xx Xxx, Yang Qi and Xxxx Xxxx further agree and undertake that, at the request of Youth Success (if any), they will sign the proxy forms and delegate to and authorize Youth Success to exercise the voting rights on their behalf at the shareholders' meeting of the Company.
3.2 Xx Xxx, Yang Qi and Xxxx Xxxx undertake to Youth Success that, unless with the prior written consent from Youth Success, none of them shall, directly or in directly, assign, transfer, charge, encumber or create any other rights (collectively "Proposed Transfer") over the interests in the shares of the Company directly or indirectly possessed or owned thereby in any other way.
3.3 If Xx Xxx, Yang Qi or Xxxx Xxxx (as the case may be) can provide sufficient information and/or legal opinions to make Youth Success and the Company satisfied that, the adoption and acceptance of the Proposed Transfer will not cause the Company to be not under the control of Chinese investors pursuant to Foreign Investment Law of the People's Republic of China (Draft for Comments) promulgated on 19 January 2015, then relevant Proposed Transfer shall not be limited by Article 2.2 hereof. For the avoidance of any doubt, Youth Success and the Company shall have the right to make decisions at their absolute discretion on whether to adopt, accept and agree on relevant Proposed Transfer or not.
