Each of Mr Sample Clauses

Each of Mr. David Wanqian Liu and Xx. Xxx Xxxxx shall be a member of the Company’s board of directors; (i) there shall be any Transfer of Equity Securities of the Company, in each case, in compliance with the provisions of the Shareholders Agreement by FTA, GSR or the Founders, or (ii) there shall be any change for any reason in the size of the Board (each a “Change Event”), then, in each case, immediately after giving effect to such Change Event, then the composition of the Board shall be adjusted as follows: (i) FTA shall be entitled to nominate, appoint and remove such number of directors to serve on the Board equal to (1) the then current size of the Board, multiplied by (2) a fraction, the numerator of which is the aggregate number of votes represented by Equity Securities of the Company beneficially owned by FTA immediately after giving effect to such Change Event, and the denominator of which is the aggregate number of votes represented by Equity Securities of the Company beneficially owned by FTA, GSR and the Founders immediately after giving effect to such Change Event (rounded up to the nearest whole number); provided, however, that the number of the Directors that FTA shall be entitled to nominate and appoint to serve on the Board and remove shall not be less than 40% of the then current size of the Board if FTA continues to hold at least 10% of the total issued and outstanding Ordinary Shares on a fully-diluted and as-converted basis; (ii) subject to sub-clause (e)(i) of this Article above, for so long as a Founder and his Founder Entity continue to hold Equity Securities of the Company representing in the aggregate 5% or more of the total issued and outstanding Ordinary Shares on a fully diluted and as-converted basis, such Founder shall be entitled to nominate, appoint and remove one (1) director to serve on the Board; (iii) subject to sub-clauses (e)(i) and (e)(ii) of this Article above, GSR shall be entitled to nominate, appoint and remove such number of directors to serve on the Board equal to the lesser of: (1) the then current size of the Board minus the number of directors FTA and Founders are is entitled to nominate, appoint and remove pursuant to sub-clauses (e)(i) and (e)(ii) of this Article above, and (2) (x) the then current size of the Board multiplied by (y) a fraction, the numerator of which is the aggregate number of votes represented by Equity Securities beneficially owned by GSR immediately after giving effect to such Change Event, and t...

Each of Mr. Ou Wxx Xxx and Mx. Xxxxxxxx Xxx agrees that he will not at any time directly or indirectly sell, transfer, pledge, encumber, assign or otherwise dispose of any of his equity interest in Thousand and Bright respectively to any Person during the six (6)-month period described in Section 3.2.2 above. Any purported transfer which is not in accordance with the terms and conditions of above Sections 3.2.1, 3.2.2 and 3.2.3 shall be, to the fullest extent permitted by law, null and void ab initio and, in addition to other rights and remedies at law and in equity, the Investor shall be entitled to injunctive relief enjoining the prohibited action.

Each of Mr. Xxxxx xxx H&H on the one hand and Oakhurst and its subsidiaries on the other hand hereby releases, remises, acquits and forever discharges the other and each of the other's heirs, administrators, personal representatives, successors and assigns, of and from any and all claims, demands, losses, damages, actions or causes of action, known or unknown, now existing or hereafter existing, relating to, or arising out of that certain Employment Agreement between H&H and Mr. Xxxxx dated as of November 1, 1993.

Each of Mr. Mo and SouFun Holdings hereby undertakes and warrant and that, unless otherwise agreed by the Listed Company and/or its subsidiaries or set forth in Section 4, during the term provided under Article 3.4: 3.2.1 Mr. Mo and SouFun Holdings will not, and will guarantee that their subsidiaries will not, in or outside China, directly or indirectly, engage in any business or activity that are the same or is similar to the Main Business of the Listed Company and/or its subsidiaries, or any business that would commercially compete with the Main Business of the Listed Company and/or its subsidiaries. 3.2.2 If Mr. Mo and SouFun Holdings and/or its subsidiaries further expand their business, they will not compete with the Main Business of the Listed Company and/or its subsidiaries; if competition arises, then Mr. Mo and SouFun Holdings and/or its subsidiaries will avoid such competition by stop operating such business, or integrating such business into the existing business of the Listed Company, or transferring such business to an independent third party. 3.2.3 If any third party offers Mr. Mo and SouFun Holdings and/or its subsidiaries, or Mr. Mo and SouFun Holdings discover any business opportunity (disregarding the value) that constitutes or might constitute substantial competition with the Main Business of the Listed Company and/or its subsidiaries, Mr. Mo and SouFun Holdings shall inform the Listed Company immediately. If the Listed Company intends to agree with the engagement of such business, Mr. Mo and SouFun Holdings shall make any efforts to offer such opportunity to the Listed Company under conditions not less favorable than that offered to Mr. Mo and SouFun Holdings or any independent third party and are deemed acceptable to the third party that offers such business opportunity.

Each of Mr. Pearlman and Mr. Jenkins, severally with respect to himself, hereby xxxxxxxx: (a) hix xxxxxxx xo serve on the Board immediately upon Full Execution pursuant to Section 1.1(b)(2) hereof; (b) his agreement that, in addition to the information he has provided to the Company in connection with the review of his candidacy by the Board and its Nominating and Corporate Governance Committee (the "Governance Committee"), he shall provide to the Company such additional information as it may from time to time reasonably request in order for the Company to be able to fulfill its disclosure obligations under applicable law and stock exchange requirements (collectively, "Applicable Legal Requirements").

Each of Mr. Xxxxxx Xxxst and Mr. Xxx Xxxxxx xxxll have entered into an employment agreement and a noncompetition agreement in substantially the form attached as Exhibit 4.

Each of Mr. Wei Wang and Ms. Wei Lu further irrevocably covenants and undertakes that he or she shall devote substantially all of his or her working time and effort to the business and operations of the Group as carried on from time to time.

Each of Mr. Ma (as Management Members Representative, as defined in the New Shareholders Agreement by and between the Company, Yahoo!, SoftBank, the Management Members (as defined therein) and certain other shareholders of the Company, dated as of September 18, 2012), SoftBank and Yahoo! had given prior notice to the Company that he/it consented to each Director who had an interest in approving the resolutions below; Alibaba Group Holding Limited Board of Directors Resolutions in Writing Exercise by Alipay HoldCo of Real Estate Option and Transfer of Bonus Points Business

Each of Mr. Jun Hou and Mr. Congwu Cheng (each a “Management Shareholder” and collectively the “Management Shareholders”) severally but not jointly represents and warrants as to and in respect of himself to, and agrees with, each of the Underwriters and the Company that: (i) Each Preliminary Prospectus, at the time of filing thereof, and each broadly available roadshow, if any, when considered together with the Pricing Prospectus, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein; (ii) The Pricing Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed in Schedule III attached hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Pricing Prospectus or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein; and (iii) The Registration Statement conforms, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder...

Each of Mr. Xxxxxxx Xxxxx, Xx. Xxxxxx Xx and Xx. Xxxxxxxxx Xxxx undertakes with the Purchaser (for itself and as trustee for each Group Company) that (except with the consent in writing of the Purchaser): (a) for the period of two (2) years after the Closing Date, he will not, and shall procure that each of his Close Relatives will not, either on his own account or in conjunction with or on behalf of any Person carry on or be engaged, concerned or interested, directly or indirectly, operate, or otherwise invest in any business in competition with the Business, either within the PRC or which are targeted at customers and/or users in the PRC (other than as a holder of not more than five per cent (5%) of the issued shares or debentures of any company listed on a stock exchange); (b) for the period of two (2) years after the Closing Date, he will not, and will procure that each of his Close Relatives will not, either on his own account or in conjunction with or on behalf of any other Person solicit or entice away or attempt to solicit or entice away from any Group Company any Person or organization who shall at any time within the year preceding the Closing Date have been a customer, identified prospective customer, representative, agent, or correspondent of any Group Company or in the habit of dealing with any Group Company (including the major customers listed in Schedule 4), or enter into any contract for supply of services or accept business from any such Person, firm, company or organization within the PRC; (c) he will not, and shall procure that each of his Close Relatives will not, at any time hereafter make use of or disclose or divulge to any Person (other than to officers or employees of the Group Companies whose province it is to know the same) any information (other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to any Group Company, the identity of the Group Companies’ customers and suppliers, the Group Companies’ products, finance, contractual arrangements, business or methods of business and shall use his best endeavors to prevent the publication or disclosure of any such information; (d) if, in connection with the business or affairs of any Group Company, he or any of his Close Relatives has obtained trade secrets or other confidential information belonging to any third party under an agreement purporting to bind any Group Company which contained restriction...