Common use of Matters of the Company Requiring the Approval of the Shareholders Clause in Contracts

Matters of the Company Requiring the Approval of the Shareholders. Notwithstanding any provisions of this Agreement or of the Articles of Association, the Company undertakes to the Shareholders, and each of the Shareholders undertakes to the other Shareholders, that it shall exercise all its powers in relation to the Company and its Subsidiaries so as to procure that, subject to any applicable law, that no resolution shall be passed or other decision or action taken by or on behalf of the Company, or the Board of Directors, concerning any of the following matters with respect to the Company, the Beijing Sub, the Shanghai Sub or any 75% or more owned subsidiary of the Company (the “Relevant Subsidiary”) without the affirmative vote or consent recorded in writing of the holders of at least eighty percent (80%) of the outstanding voting shares of the Company, and the Company shall procure, as applicable, that no resolution shall be passed or other decision of action taken by or on behalf of the Beijing Sub, the Shanghai Sub or a Relevant Subsidiary concerning any of the following matters without the affirmative vote or consent recorded in writing of the holders of at least eighty percent (80%) of the outstanding voting shares of the Company: (a) the creation or adoption of any new employee stock option plan; (b) any consolidation, subdivision, conversion, increase or reduction of the share capital of each of the Company, the Beijing Sub and the Shanghai Sub or the alteration of any rights attaching thereto in any way; (c) any change to the Memorandum or Articles of Association, the Charter Documents, or the memorandum or articles of association (or other similar charter documents) that would directly or indirectly affect adversely the preferences, rights or privileges of the holders of Preference Shares; (d) the acquisition of, or the provision of any direct or indirect financial assistance for the purpose of acquiring: (A) in the ordinary course of business and on an arm’s length basis, any (i) securities; or (ii) other entity or assets (in one transaction or a series of related transactions) with a value in excess of US$1,000,000; or (B) otherwise than in the ordinary course of business, any (i) securities; or (ii) other entity or assets (in one transaction or a series of related transactions) with a value in excess of US$400,000; and (e) the consolidation or merger which results in the shareholders immediately prior to such transaction failing to own (in substantially the same percentages) more than 50% of the voting power of the surviving entity.

Matters of the Company Requiring the Approval of the Shareholders. Notwithstanding any provisions of this Agreement or of the Articles of Association, the Company undertakes to the Shareholders, and each of the Shareholders undertakes to the other Shareholders, that it shall exercise all its powers in relation to the Company and its Subsidiaries so as to procure that, subject to any applicable law, that no resolution shall be passed or other decision or action taken by or on behalf of the Company, or the Board of Directors, concerning any of the following matters with respect to the Company, the Beijing Sub, the Shanghai Sub or any 75% or more owned subsidiary of the Company (the “Relevant Subsidiary”) without the affirmative vote or consent recorded in writing of the holders of at least eighty percent (80%) of the outstanding voting shares of the Company, and the Company shall procure, as applicable, that no resolution shall be passed or other decision of action taken by or on behalf of the Beijing Sub, the Shanghai Sub or a Relevant Subsidiary concerning any of the following matters without the affirmative vote or consent recorded in writing of the holders of at least eighty percent (80%) of the outstanding voting shares of the Company: (a) the creation or adoption of any new employee stock option plan; (b) any consolidation, subdivision, conversion, increase or reduction of the share capital of each of the Company, the Beijing Sub and the Shanghai Sub or the alteration of any rights attaching thereto in any way; (c) any change to the Memorandum or Articles of Association, the Charter Documents, or the memorandum or articles of association (or other similar charter documents) that would directly or indirectly affect adversely the preferences, rights or privileges of the holders of Preference Shares; (d) the acquisition of, or the provision of any direct or indirect financial assistance for the purpose of acquiring: (A) in the ordinary course of business and on an arm’s length basis, any (i) securities; or (ii) other entity or assets (in one transaction or a series of related transactions) with a value in excess of US$1,000,000; or (B) otherwise than in the ordinary course of business, any (i) securities; or (ii) other entity or assets (in one transaction or a series of related transactions) with a value in excess of US$400,000; and (e) the consolidation or merger which results in the shareholders immediately prior to such transaction failing to own (in substantially the same percentages) more than 50% of the voting power of the surviving entity.

Matters of the Company Requiring the Approval of the Shareholders. Notwithstanding any provisions of this Agreement or of the Articles of Association, the Company undertakes to the Shareholders, and each of the Shareholders undertakes to the other Shareholders, that it shall exercise all its powers in relation to the Company and its Subsidiaries so as to procure that, subject to any applicable law, that no resolution shall be passed or other decision or action taken by or on behalf of the Company, or the Board of Directors, concerning any of the following matters with respect to the Company, the Beijing Sub, the Shanghai Sub or any 75% or more owned subsidiary of the Company (the “Relevant Subsidiary”) without the affirmative vote or consent recorded in writing of the holders of at least eighty percent (80%) of the its outstanding voting shares of the Companyshares, and the Company shall procure, as applicable, that no resolution shall be passed or other decision of action taken by or on behalf of the Beijing Sub, the Shanghai China Sub or a any subsidiary of the Company (the “Relevant Subsidiary Subsidiary”) concerning any of the following matters with respect to the China Sub or Relevant Subsidiary, as applicable, without the affirmative vote or consent recorded in writing of the holders of at least eighty percent (80%) of the outstanding voting shares of the Company: (a) the creation or adoption by the Company, the China Sub, or the Relevant Subsidiary of any new employee stock option plan; (b) any consolidation, subdivision, conversion, increase or reduction of the share capital of each of the Company, the Beijing Sub and China Sub, or the Shanghai Sub Relevant Subsidiary or the alteration of any rights attaching thereto in any way; (c) any change to the Memorandum or Articles of Association, the Charter Documents, or the memorandum or articles of association (or other similar charter documents) that would directly or indirectly affect adversely the preferences, rights or privileges of the holders of Preference SharesRelevant Subsidiary; (d) the acquisition ofby the Company, the China Sub, or the provision Relevant Subsidiary, of any direct or indirect financial assistance for the purpose of acquiring: (A) in the ordinary course of business and on an arm’s length basis, any (i) securities; or (ii) other entity or assets (in one transaction or a series of related transactions) with a value in excess of US$1,000,000; or (B) otherwise than in the ordinary course of business, any (i) securities; or (ii) other entity or assets (in one transaction or a series of related transactions) with a value in excess of US$400,000; and200,000; (e) the consolidation or merger of the Company, the China Sub, or the Relevant Subsidiary which results in the shareholders of the Company, the China Sub, or the Relevant Subsidiary, as applicable, immediately prior to such transaction failing to own (in substantially the same percentages) more than 50% of the voting power of the surviving entity; and (f) the adoption of a resolution for the voluntary liquidation or winding up of the Company, the China Sub, or the Relevant Subsidiary or scheme of arrangement or appointment of a liquidator; provided, however, that this subsection (f) shall be of no force and effect after the expiration of the one (1) year period after the Closing (as such term is defined in the Series B Purchase Agreement).