Limitations to Rights of First Refusal and Co-Sale and Transfer Restriction. Subject to the requirements of applicable Law, the right of first refusal and right of co-sale of the Company and the Major Investors under Sections 2.2 and 2.3 and the transfer restriction under Section 2.1(i) shall not apply to (a) the Transfer of any Equity Securities of the Company now or hereafter held by a Key Holder to such Key Holder’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Key Holder or such Key Holder’s parents, children, spouse solely for bona fide estate planning purposes and/or any entity established solely for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder (each such transferee pursuant to clause (a) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”), provided that, in all cases, the Transfer is made for no consideration; or (b) the repurchase of Equity Securities from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Equity Securities and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors; and (c) the Transfer of any Equity Securities of the Company now or hereafter held by a Key Holder to the public pursuant to an effective registration statement; or (d) the Transfer by each Principal (through its corresponding Principal Holder or otherwise) of up to one percent (1%) of the outstanding Equity Securities of the Company (calculated as of Series B-3 Closing Date) on a fully diluted and as-converted basis, and provided, however, that such transfer shall not be exempted from the right of first refusal of the Company and the Major Investors described in Section 2.2(iii) of this Agreement; provided, that in the case of clause (a) above, (i) the Key Holder has provided the Majority Preferred Holders reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, if applicable, and (ii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document in form and substance reasonably satisfactory to the Majority Preferred Holders assuming the obligations of such Key Holder under this Agreement and the applicable Other Restriction Agreements as a Key Holder, with respect to the transferred Equity Securities; provided further, that if the relevant Key Holder has breached any provision under the Transaction Documents, none of the foregoing sub-clauses (a) and (d) shall apply without the prior written consent of the Majority Preferred Holders, and the relevant Transfer shall remain subject to the right of first refusal and right of co-sale of the Company and the Major Investors under Sections 2.2 and 2.3 and the transfer restriction under Section 2.1(i).
Appears in 2 contracts
Samples: Sale Agreement (WeRide Inc.), Sale Agreement (WeRide Inc.)
Limitations to Rights of First Refusal and Co-Sale and Transfer Restriction. Subject to the requirements of applicable Law, the right of first refusal and right of co-sale of the Company and the Major Investors under Sections 2.2 and 2.3 and the transfer restriction under Section 2.1(i) and Section 2.1(iv) shall not apply to (a) the Transfer of any Equity Securities of the Company now or hereafter held by each of the Principals and the Principal Holding Companies to an entity one hundred percent (100%) owned by such Principal or Principal Holding Company, or (b) Transfers of no more than ten percent (10%) of the Equity Securities of the Company in the aggregate now or hereafter held by a Key Holder Principal or Principal Holding Company to such Key HolderPrincipal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Key Holder Principal or such Key HolderPrincipal’s parents, children, spouse solely for bona fide estate planning purposes and/or any entity established solely for the benefit of, wholly-owned affiliates of a Principal or the ownership interests of which are owned wholly by, such Key Holder Principal Holding Company (each such transferee pursuant to clause clauses (a) and (b) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); (c) Transfers by the Principals, Xxxx Xxx (王珺), Xxx Xxxx (孙原) Xx Xxxx (李漾) (collectively, the “Management Shareholders”) and other employees, directors, officers or consultants (collectively with the Management Shareholders, the “Ordinary Shareholders”) who have been granted or issued shares, options or other securities or awards in accordance with the ESOP (as defined under the Purchase Agreement) of the Company, directly and indirectly, in the aggregate (including all such Transfer by all such individuals) of no more than the Applicable Liquidity Cap (as defined below), provided that, that such Transfer shall not result in all cases, the Transfer is made for no consideration; or (b) the repurchase change of Equity Securities from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Equity Securities and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority Control of the Board of DirectorsCompany; and (cd) the Transfer of any Equity Securities of the Company now or hereafter held by a Key Holder Principal or Principal Holding Company to the public pursuant to an effective registration statement; or (d) the Transfer by each Principal (through its corresponding Principal Holder or otherwise) of up to one percent (1%) of the outstanding Equity Securities of the Company (calculated as of Series B-3 Closing Date) on a fully diluted and as-converted basis, and provided, however, that such transfer shall not be exempted from the right of first refusal of the Company and the Major Investors described in Section 2.2(iii) of this Agreement; provided, that in the case of clause (a) aboveeach case, (i) such Transfer is effected in compliance with all applicable Laws, (ii) respecting any transfer pursuant to clauses (a) and (b) above, the Key Holder Principal has provided the Majority Preferred Holders reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, if applicable, and (iiiii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document in form and substance reasonably satisfactory to the Majority Preferred Holders assuming the obligations of such Key Holder Principal or Principal Holding Company under this Agreement and the applicable Other Restriction Agreements as a Key HolderPrincipal or Principal Holding Company, with respect to the transferred Equity Securities; provided further, that if the relevant Key Holder has breached Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the Transaction Documentsapplicable Other Restriction Agreements. For purposes of this Section 2.5, none the “Applicable Liquidity Cap” means the applicable percentage of the foregoing subtotal Equity Securities (on a fully-clauses (adiluted and As-Converted Basis) and (d) shall apply without the prior written consent of the Majority Preferred Holders, and the relevant Transfer shall remain subject to the right of first refusal and right of co-sale of the Company as of the date of Closing (as defined in the Purchase Agreement) in accordance with the following schedule: (i) from and following August 29, 2018, up to one percent (1%) in the Major Investors under Sections 2.2 aggregate, (ii) from and 2.3 following the date that is the later of (x) March 1, 2019 and (y) the transfer restriction under date on which the Tax Compliance Condition is fulfilled, up to one point five percent (1.5%) in the aggregate, and (iii) from and following the date that is the later of (x) March 1, 2020 and (y) the date on which the Tax Compliance Condition is fulfilled, up to two percent (2%) in the aggregate. Notwithstanding anything else in this Agreement to the contrary, any Transfer of Equity Securities by any Ordinary Shareholder, directly or indirectly, pursuant to Section 2.1(i).2.5(c) shall only be permitted if:
Appears in 2 contracts
Samples: Agreement (Missfresh LTD), Agreement (Missfresh LTD)
