Board Protective Provisions. In addition to such other limitations as may be provided in the Restated Articles, for so long as any of the Preferred Shares are outstanding, the following acts of Group Company (whether in a single transaction or a series of related transactions, and whether directly or indirectly) shall require the prior written approval of the Board (including at least two affirmative votes from the Investor Directors; provided, however, that if the number of the Investor Directors is five or more, including affirmative votes of at least one-half (1/2) of the Investor Directors, which must include Tencent Director); provided that, in the event that any action herein relates in any way to a Restricted Person, it shall also require the prior written approval of Tencent; provided, further, that, for any action listed in sub-clause (b) below, Tencent Director’s prior written consent is required:
Appears in 4 contracts
Samples: Shareholders Agreement, Shareholders Agreement (Pinduoduo Inc.), Shareholders Agreement (Walnut Street Group Holding LTD)
