Common use of Holdco Ownership Clause in Contracts

Holdco Ownership. Unless the Parties otherwise agree, prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub. IDG and the Senior Management Member Representative shall negotiate in good faith to agree upon (a) a term sheet (the “Term Sheet”) with respect to the terms and conditions of the Shareholders’ Agreement, (b) the Shareholders’ Agreement, (c) the memorandum and articles of association of Holdco and Merger Sub and (d) the memorandum and articles of association of Merger Sub that upon the Closing shall become the form of the memorandum and articles of association of the Surviving Company. Each Party’s ownership percentage in Holdco shall reflect the respective contributions, financial and otherwise, of such Party and shall be as set forth in Schedule A. Holdco may implement a share incentive plan for its management team in the future, provided that IDG’s ownership percentage in Holdco shall not be diluted solely due to such a share incentive plan, unless consented to by IDG in writing. For the avoidance of doubt, the Parties agree that the obligation of the Parties to purchase and pay for any Holdco shares shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Agreement and Plan of Merger or a similar definitive agreement providing for the Transaction (the “Merger Agreement”).

Holdco Ownership. Unless the Parties otherwise agree, prior to the execution of the Merger Agreement, the Parties Sponsor shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub. IDG and the Senior Management Member Representative The Parties shall negotiate agree in good faith to agree upon (a) a term sheet (the “Term Sheet”) with respect to the terms and conditions of the Shareholders’ Agreement, (b) the Shareholders’ Agreement, (c) the memorandum and articles of association of Holdco and Merger Sub Sub, and (d) the memorandum and articles of association of Merger Sub that upon the Closing shall become the form of the memorandum and articles of association of the Surviving CompanyCompany upon the Closing. Although the exact capital structure of Holdco will need to be determined, the Parties currently contemplate that Holdco would have two classes of equity securities, a preferred security (“Preferred Shares”) and a common security (“Common Shares”). The Parties’ relative ownership of Preferred Shares would be based on their relative capital contributions to Holdco (with each Rollover Share being valued at the Merger Consideration). Each Party’s ownership Party would also receive Common Shares initially representing the same percentage interest as their respective percentage interest in Holdco shall reflect the respective contributions, financial and otherwise, of such Party and shall be as set forth in Schedule A. Holdco may implement a share incentive plan for its management team in the future, provided that IDG’s ownership percentage in Holdco shall not be diluted solely due to such a share incentive plan, unless consented to by IDG in writingPreferred Shares. For the avoidance of doubt, the Parties agree that the obligation of the Sponsor, the Existing Investor and the Founder Parties to purchase and pay for any Holdco shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Agreement and Plan of Merger or a similar definitive agreement providing for the Transaction (the “Merger Agreement”).