Ordinary Shareholders Sample Clauses
The 'Ordinary Shareholders' clause defines the rights, responsibilities, and status of individuals or entities holding ordinary shares in a company. Typically, this clause outlines voting rights, entitlement to dividends, and participation in general meetings for ordinary shareholders, distinguishing them from holders of preferred or other classes of shares. Its core function is to clarify the privileges and obligations associated with ordinary shares, ensuring transparency and preventing disputes regarding shareholder rights.
Ordinary Shareholders. Each Ordinary Shareholder may freely Transfer any Equity Securities of the Company now or hereafter owned or held by it without limitation; provided that (i) such Transfer is effected in compliance with all applicable Laws, (ii) unless with prior consent of Mr. Tan Siliang (谭思亮), the transferee shall not be any one of the Restricted Persons I, (iii) unless with the prior written consent of Tencent, the transferee shall not be any one of the Restricted Persons II, (iv) such transfer shall be subject to the Right of First Refusal the Investors described in Sections 9, (v) the transferee shall execute and deliver a joinder deed in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement as a holder of the relevant transferred Ordinary Shares (if not already a Party hereto) upon the closing of such Transfer and a scanned copy of such joinder deed shall be promptly delivered to each of the Investors, and (iv) prior to such Transfer, such Ordinary Shareholder shall notify the Company of such Transfer in writing. The Company shall update its register of members upon the consummation of any such permitted Transfer. Each Ordinary Shareholder shall be entitled to disclose to any bona fide proposed transferee any information, documents or materials concerning any Group Company known to or in possession of such Ordinary Shareholder, and the Principals shall and shall procure the Group Companies to, provide any assistance or cooperation reasonably requested by such Ordinary Shareholder or the proposed transferee in connection with such proposed transferee’s due diligence investigation of the Group Companies, provided however that such proposed transferee shall be subject to reasonable confidentiality obligations and execute relevant non-disclosure agreements in advance.
Ordinary Shareholders. Each of the Founders and the Founder Vehicles shall not circumvent or otherwise avoid the transfer restrictions set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person, or otherwise. Each of the Founders and the Founder Vehicles further agrees that, so long as such Founder or Founder Vehicle is bound by this Agreement, the Transfer of any Equity Securities of the Company by any Founder or Founder Vehicle without the prior written consent of the Series A Directors, the Series B Directors and the Series C Director shall be prohibited, and each of such Founders and the Founder Vehicles agrees not to make, cause or permit any such Transfer of any Equity Securities of the Company by such Founder or Founder Vehicle without the prior written consent of the Series A Directors, the Series B Directors and the Series C Director. Any purported Transfer of any Equity Securities of the Company by any Founder or Founder Vehicle 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 Founder or Founder Vehicle) shall recognize any such Transfer, sale or issuance.
Ordinary Shareholders. In the event that after the Effective Date, the Company issues Ordinary Shares to any Person, including Ordinary Shares issued upon exercise of options to purchase Ordinary Shares, following which such Person holds Shares constituting 1% or more of Ordinary Shares on a Fully-Diluted Basis, the Company shall, as a condition to such issuance, cause such employee or consultant to execute an Adoption Agreement in the form attached hereto as Schedule III, agreeing to be bound by and subject to the terms of this Agreement as a Party, an “Ordinary Shareholder” and a “Shareholder,” and such person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to an “Ordinary Shareholder” and “Shareholder.”
Ordinary Shareholders. Subject to the provisions in Sections 7.2, 7.3, and 7.4 of this Agreement, no Party that is an Ordinary Shareholder, regardless of such Ordinary Shareholder’s employment status with the Company, shall directly or indirectly sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way (“Transfer”) all or any part of any interest in any Equity Securities of the Company now or hereafter owned or held by such Ordinary Shareholder.
Ordinary Shareholders. At the Closing, Buyer shall pay each Ordinary Shareholder the sum of Nineteen Dollars and Fifty-One Cents ($19.51 USD) in cash for each respective Inovio Share as set forth in Schedule A.1.