Common use of No Indirect Transfers Clause in Contracts

No Indirect Transfers. Each Principal and Principal Holding Company agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Subject to Section 2.1(vii) and Section 2.5, each Principal and Principal Holding Company furthermore agrees that, so long as such Principal is bound by this Agreement, the Transfer, sale or issuance of any Equity Securities of any Principal Holding Company, without the prior consent of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent and the prior written consent of the Majority Preferred Holders shall be prohibited, and each such Principal and Principal Holding Company agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Principal Holding Company, without the prior consent of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent and the prior written consent of the Majority Preferred Holders. Any purported Transfer, sale or issuance of any Equity Securities of any Principal Holding Company in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any Principal or Principal Holding Company) shall recognize any such Transfer, sale or issuance.

Appears in 2 contracts

Samples: Right of First Refusal and Co Sale Agreement (Missfresh LTD), Right of First Refusal and Co Sale Agreement (Missfresh LTD)

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No Indirect Transfers. Each (a)Each Principal and each Principal Holding Company agrees agrees, and (b) each Ordinary Shareholder agrees, in each case, not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Subject to Section 2.1(vii) and Section 2.5, each Each Principal and each Principal Holding Company furthermore agrees that, so long as such Principal is bound by this Agreement, the Transfer, sale or issuance of any Equity Securities of any Principal Holding Company, Company of such Principal without the prior consent written consents of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series A Majority and the prior written consent of the Series B Majority Preferred Holders shall be prohibited, and each such Principal and each such Principal Holding Company agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Principal Holding Company, Company without the prior consent written consents of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series A Majority and the prior written consent of the Majority Preferred HoldersSeries B Majority. Any purported Transfer, sale or issuance of any Equity Securities of any Principal Holding Company in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any Principal or Principal Holding Company) shall recognize any such Transfer, sale or issuance.

Appears in 1 contract

Samples: Shareholder Agreement (Qtech Ltd.)

No Indirect Transfers. (a) Each Principal and each Principal Holding Company agrees agrees, and (b) each Ordinary Shareholder agrees, in each case, not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Subject to Section 2.1(vii) and Section 2.5, each Each Principal and each Principal Holding Company furthermore agrees that, so long as such Principal is bound by this Agreement, the Transfer, sale or issuance of any Equity Securities of any Principal Holding Company, Company of such Principal without the prior consent written consents of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series A Majority and the prior written consent of the Series B Majority Preferred Holders shall be prohibited, and each such Principal and each such Principal Holding Company agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Principal Holding Company, Company without the prior consent written consents of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series A Majority and the prior written consent of the Majority Preferred HoldersSeries B Majority. Any purported Transfer, sale or issuance of any Equity Securities of any Principal Holding Company in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any Principal or Principal Holding Company) shall recognize any such Transfer, sale or issuance.

Appears in 1 contract

Samples: Shareholder Agreement (Qutoutiao Inc.)

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No Indirect Transfers. (a) Each Principal and each Principal Holding Company agrees agrees, and (b) each Ordinary Shareholder agrees, in each case, not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Subject to Section 2.1(vii) and Section 2.5, each Each Principal and each Principal Holding Company furthermore agrees that, so long as such Principal is bound by this Agreement, the Transfer, sale or issuance of any Equity Securities of any Principal Holding Company, Company of such Principal without the prior consent written consents of the Board of Directors (including Series A Majority, the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series B Majority and the prior written consent of the Series C Majority Preferred Holders shall be prohibited, and each such Principal and each such Principal Holding Company agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Principal Holding Company, Company without the prior consent written consents of the Board of Directors (including Series A Majority, the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series B Majority and the prior written consent of the Majority Preferred HoldersSeries C Majority. Any purported Transfer, sale or issuance of any Equity Securities of any Principal Holding Company in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any Principal or Principal Holding Company) shall recognize any such Transfer, sale or issuance.

Appears in 1 contract

Samples: Shareholder Agreement (Qutoutiao Inc.)

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