Conversion of Class B Ordinary Shares. (i) During the Principal Lock-up Period, with respect to the 40,809,861 Class B Ordinary Shares held by the Principal Holding Company, in addition to the restrictions set forth in the Memorandum and Articles, the Company and the Principal Parties agree that all the number of Class B Ordinary Shares held by the Principal Holding Company will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following: (a) the Principal ceases to be the ultimate Beneficial Owner of the entire equity interests of the Principal Holding Company; (b) any direct or indirect sale, Transfer, assignment or disposition of the equity interest in the Principal Holding Company by the Principal to any Person; or (c) any direct or indirect transfer or assignment of the voting power attached to the equity interest in the Principal Holding Company through voting proxy or otherwise to any Person. (ii) During the Principal Lock-up Period, other than as required by the Memorandum and Articles or Section 5.05(i) above, the Principal shall not, and shall cause the Principal Holding Company not to, convert or cause or permit the conversion of, any Class B Ordinary Share into Class A Ordinary Share. (iii) Notwithstanding any provisions to the contrary under the Memorandum and Articles, the Company may effect any conversion of Class B Ordinary Shares required pursuant to Section 5.05(i) above in any manner available under Applicable Law, including redeeming or repurchasing the relevant Class B Ordinary Shares with proceeds from the issuance of new Class A Ordinary Shares. Any Class B Ordinary Shares converted pursuant to Section 5.05(i) above shall be cancelled. For purposes of such redemption or repurchase, the Company may, subject to the Company being able to pay its debts as they fall due in the ordinary course of business, make payments out of its capital.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Joy Capital Opportunity, L.P.), Investors’ Rights Agreement (Eve One Fund II L.P.), Investors’ Rights Agreement (Uxin LTD)
Conversion of Class B Ordinary Shares. (i) During the Principal Lock-up Period, with With respect to the 40,809,861 Class B Ordinary Shares held by the Principal Holding Company, in addition to the restrictions set forth in the Memorandum and Articles, the Company and the Principal Parties agree that all the number of Class B Ordinary Shares held by the Principal Holding Company will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:
(a) the Principal ceases to be the ultimate Beneficial Owner of the entire equity interests of the Principal Holding Company;
(b) any direct or indirect sale, Transfer, assignment or disposition of the equity interest in the Principal Holding Company by the Principal to any Person; or
(c) any direct or indirect transfer or assignment of the voting power attached to the equity interest in the Principal Holding Company through voting proxy or otherwise to any Person.
(ii) During the applicable Principal Lock-up Period, other than as required by the Memorandum and Articles or Section 5.05(iSection 5.05(i) above, the Principal shall not, and shall cause the Principal Holding Company not to, convert or cause or permit the conversion of, any Class B Ordinary Share into Class A Ordinary Share.
(iii) Notwithstanding any provisions to the contrary under the Memorandum and Articles, the Company may effect any conversion of Class B Ordinary Shares required pursuant to Section 5.05(i) above in any manner available under Applicable Law, including redeeming or repurchasing the relevant Class B Ordinary Shares with proceeds from the issuance of new Class A Ordinary Shares. Any Class B Ordinary Shares converted pursuant to Section 5.05(i) above shall be cancelled. For purposes of such redemption or repurchase, the Company may, subject to the Company being able to pay its debts as they fall due in the ordinary course of business, make payments out of its capital.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Joy Capital Opportunity, L.P.), Investors’ Rights Agreement (Eve One Fund II L.P.), Investors’ Rights Agreement (Dai Kun)
Conversion of Class B Ordinary Shares. (i) During the Principal Lock-up Period, with respect to the 40,809,861 Class B Ordinary Shares held by the Principal Holding Company, in addition to the restrictions set forth in the Memorandum and Articles, the Company and the Principal Parties agree that all the number of Class B Ordinary Shares held by the Principal Holding Company will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:
(a) the Principal ceases to be the ultimate Beneficial Owner of the entire equity interests of the Principal Holding Company;
(b) any direct or indirect sale, Transfertransfer, assignment or disposition of the equity interest in the Principal Holding Company by the Principal to any Person; or
(c) any direct or indirect transfer or assignment of the voting power attached to the equity interest in the Principal Holding Company through voting proxy or otherwise to any Person.
(ii) During the Principal Lock-up Period, other than as required by the Memorandum and Articles or Section 5.05(i) above, the Principal shall not, and shall cause the Principal Holding Company not to, convert or cause or permit the conversion of, any Class B Ordinary Share into Class A Ordinary Share.
(iii) Notwithstanding any provisions to the contrary under the Memorandum and Articles, the Company may effect any conversion of Class B Ordinary Shares required pursuant to Section 5.05(i) above in any manner available under Applicable Law, including redeeming or repurchasing the relevant Class B Ordinary Shares with proceeds from the issuance of new Class A Ordinary Shares. Any Class B Ordinary Shares converted pursuant to Section 5.05(i) above shall be cancelled. For purposes of such redemption or repurchase, the Company may, subject to the Company being able to pay its debts as they fall due in the ordinary course of business, make payments out of its capital.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Joy Capital Opportunity, L.P.), Investors’ Rights Agreement (Eve One Fund II L.P.)
Conversion of Class B Ordinary Shares. (ia) During the Principal Lock-up Initial Period, with respect to the 40,809,861 Class B Ordinary Shares held by the Principal Holding CompanyXxx Xxx, in addition to the restrictions set forth in the Memorandum and ArticlesCompany’s Amended M&AA, the Company and the Principal Founder Parties agree that all the number of Class B Ordinary Shares held by the Principal Holding Company Xxx Xxx will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:
(ai) the Principal Founder ceases to be the ultimate Beneficial Owner beneficial owner of the entire equity interests of the Principal Holding CompanyXxx Xxx;
(bii) any direct or indirect sale, Transfertransfer, assignment or disposition of the equity interest in the Principal Holding Company Xxx Xxx by the Principal Founder to any Person; or
(ciii) any direct or indirect transfer or assignment of the voting power attached to the equity interest in the Principal Holding Company Xxx Xxx through voting proxy or otherwise to any Person.
(iib) During the Principal Lock-up Initial Period, other than as required by the Memorandum and Articles Company’s Amended M&AA or Section 5.05(i3.3(a) above, the Principal Founder shall not, and shall cause the Principal Holding Company Xxx Xxx not to, convert or cause or permit the conversion of, any Class B Ordinary Share into Class A Ordinary Share.
(iiic) Notwithstanding any provisions to the contrary under the Memorandum and ArticlesAmended M&AA, the Company may effect any conversion of Class B Ordinary Shares required pursuant to Section 5.05(i3.3(a) above in any manner available under Applicable applicable Law, including redeeming or repurchasing the relevant Class B Ordinary Shares with proceeds from the issuance of new Class A Ordinary Shares. Any Class B Ordinary Shares converted pursuant to Section 5.05(i3.3(a) above shall be cancelled. For purposes of such redemption or repurchase, the Company may, subject to the Company being able to pay its debts as they fall due in the ordinary course of business, make payments out of its capital.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Dai Kun), Investors’ Rights Agreement (58.com Inc.)
Conversion of Class B Ordinary Shares. (i) During the Principal Lock-up Period, with With respect to the 40,809,861 Class B Ordinary Shares held by the Principal Holding Company, in addition to the restrictions set forth in the Memorandum and Articles, the Company and the Principal Parties agree that all the number of Class B Ordinary Shares held by the Principal Holding Company will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:
(a) the Principal ceases to be the ultimate Beneficial Owner of the entire equity interests of the Principal Holding Company;
(b) any direct or indirect sale, Transfer, assignment or disposition of the equity interest in the Principal Holding Company by the Principal to any Person; or
(c) any direct or indirect transfer or assignment of the voting power attached to the equity interest in the Principal Holding Company through voting proxy or otherwise to any Person.
(ii) During the applicable Principal Lock-up Period, other than as required by the Memorandum and Articles or Section 5.05(i) above, the Principal shall not, and shall cause the Principal Holding Company not to, convert or cause or permit the conversion of, any Class B Ordinary Share into Class A Ordinary Share.
(iii) Notwithstanding any provisions to the contrary under the Memorandum and Articles, the Company may effect any conversion of Class B Ordinary Shares required pursuant to Section 5.05(i) above in any manner available under Applicable Law, including redeeming or repurchasing the relevant Class B Ordinary Shares with proceeds from the issuance of new Class A Ordinary Shares. Any Class B Ordinary Shares converted pursuant to Section 5.05(i) above shall be cancelled. For purposes of such redemption or repurchase, the Company may, subject to the Company being able to pay its debts as they fall due in the ordinary course of business, make payments out of its capital.
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