Common use of Outstanding Security Holders Clause in Contracts

Outstanding Security Holders. A complete and current list of all outstanding shareholders, option holders and other holders of Equity Securities of the Company (a) as of the date hereof and immediately prior to the Closing is set forth in Schedule III, and (b) immediately after the Closing is set forth in Schedule IV, in each case, indicating the type and number of shares, options or other Equity Securities held by each such holder, but (A) excluding the identities of the holders of any options or other awards granted by the Company pursuant to the ESOP and (B) aggregating the number of options or other awards granted by the Company pursuant to the ESOP into one line item. All outstanding share capital of each Group Company has been duly and validly issued (or subscribed for), is fully paid and is non-assessable, free of limitation in voting rights, preemptive rights, any other restrictions on transfer and other Liens (except for any restrictions on transfer under applicable Laws and the Transaction Documents), and has been issued in compliance with all applicable Laws, Contracts and preemptive rights. Except for those expressly provided in this Agreement or any Transaction Document, and except for the Option Repurchases, there are no (a) resolutions pending to increase the authorized share capital of any Group Company; (b) dividends which have accrued or been declared but are unpaid by any Group Company; (c) obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any Equity Securities of any Person; or (d) any voting trusts, shareholder agreements, registration rights, proxies or other agreements or understandings in effect with respect to the voting, issuance, redemption, acquisition or transfer of any Equity Securities of any Group Company. The registered capital of each Domestic Company is set forth opposite its name in Section 3.2(iii) of the Disclosure Schedule. The registered capital of each Domestic Company is fully paid according to PRC Laws and its Charter Document as of the date hereof.

Outstanding Security Holders. A complete and current list of all outstanding shareholders, option holders ultimate or beneficial shareholders and any other holders of the Equity Securities of the Company (a) as of the date hereof and immediately prior to the Closing is set forth in Schedule III, and (b) immediately after Section 5.2.6 of the Closing is set forth in Schedule IV, in each caseDisclosure Schedule, indicating the type and number of shares, options or other Equity Securities held by each such holder, but (A) excluding the identities of the holders of any options or other awards granted by the Company pursuant to the ESOP and (B) aggregating the number of options or other awards granted by the Company pursuant to the ESOP into one line item. All outstanding share capital or registered capital of each Group Company has been duly and validly issued (or subscribed for), is fully paid and is non-assessable. Except as listed in Section 5.2.6 of the Disclosure Schedule, all share capital or registered capital of each Group Company is free and clear of limitation in voting rights, preemptive rights, any other restrictions on transfer and other Liens Lien (except for any restrictions on transfer under applicable Laws). No outstanding share, option, warrant, registered capital or other Equity Security of any Group Company was issued or subscribed to in violation of the preemptive rights of any Person, terms of any Contract or any applicable Law, including without being limited to applicable securities Laws and any exemption therefrom, by which each such Group Company at the Transaction Documents), and has been issued in compliance with all applicable Laws, Contracts and preemptive rightstime of issuance or subscription was bound. Except for those expressly provided in this Agreement or any Transaction Documentas contemplated hereunder, and except for the Option Repurchases, (i) there are is no (a) resolutions resolution pending to increase the authorized share capital or registered capital of any Group Company; (bii) dividends there is no outstanding Contract under which have any Person purchases or otherwise acquires, or has the right to purchase or otherwise acquire, any interest in the share capital or registered capital of any Group Company; (iii) there is no dividend which has accrued or been declared but are is unpaid by any Group Company; and (civ) obligationsthere is no outstanding or authorized equity appreciation, contingent phantom equity, equity plan or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any Equity Securities of any Person; or (d) any voting trusts, shareholder agreements, registration rights, proxies or other agreements or understandings in effect similar right with respect to the voting, issuance, redemption, acquisition or transfer of any Equity Securities of any Group Company. The registered capital of each Domestic Except as contemplated hereunder, no Group Company is set forth opposite its name in Section 3.2(iii) a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to any of the Disclosure Schedule. The registered capital Equity Securities of each Domestic Company is fully paid according to PRC Laws and its Charter Document as of the date hereofsuch Group Company.

Outstanding Security Holders. A complete and current list of all outstanding shareholders, option holders and other holders of Equity Securities holders of the Company (a) as of the date hereof and immediately prior to the Closing is set forth in Schedule III, and (b) immediately after Section 3.2.4 of the Closing is set forth in Schedule IV, in each caseDisclosure Schedule, indicating the type and number of shares, options or other Equity Securities held by each such shareholder, option holder or other Equity Security holder, but (A) excluding the identities . Except as set forth in Section 3.2.4 of the holders of any options or other awards granted by the Company pursuant to the ESOP and (B) aggregating the number of options or other awards granted by the Company pursuant to the ESOP into one line item. All Disclosure Schedule, all outstanding share capital of each of the Group Company Companies and the Founders Holding Companies has been duly and validly issued (or subscribed for), is fully paid and is non-assessable, free of limitation in voting rights, preemptive rights, any other restrictions on transfer and other Liens (except for any restrictions on transfer under applicable Laws and the Transaction Documents), and has been issued in compliance with all applicable Laws, Contracts and preemptive rights. Except for those expressly provided in this Agreement or any Transaction Document, and except for the Option Repurchases, there are no (a) resolutions pending to increase the authorized share capital of any of the Group CompanyCompanies and the Founders Holding Companies; (b) dividends which have accrued or been declared but are unpaid by any Group Company; (c) obligations, contingent or otherwise, of any of the Group Company Companies and the Founders Holding Companies to repurchase, redeem, or otherwise acquire any Equity Securities of any such Person; or (d) any voting trusts, shareholder agreements, registration rights, proxies or other agreements or understandings in effect with respect to the voting, issuance, redemption, acquisition or transfer of any Equity Securities of any Group Company. The registered capital of each Domestic Company is set forth opposite its name in Section 3.2(iii) of the Disclosure Schedule. The registered capital of each Domestic Company is fully paid according to PRC Laws Group Companies and its Charter Document as of the date hereofFounders Holding Companies.