Common use of Permitted Transfers by Investors Clause in Contracts

Permitted Transfers by Investors. Notwithstanding anything to the contrary, the provisions of Section 4.1 shall not apply to any Transfer of Shares (a) by any Investor to any of its Affiliates, provided further that, if any transferee ceases to be an Affiliate of such Investor pursuant to this Section 4.9, such transferee shall immediately Transfer the Shares held by it to such Investor or any other Affiliate of such Investor pursuant to this Section 4.9 and (b) by Tencent (or its permitted transferee pursuant the terms of this Agreement) to (i) any direct or indirect wholly-owned Subsidiary(ies) of Tencent Holdings Limited (“Tencent HoldCo”) or (ii) any Person that is Controlled by Tencent HoldCo, whether directly or indirectly, through the ownership of 100% of voting securities or the possession of 100% of voting power, itself or with any wholly-owned direct or indirect subsidiary as trustee or executor, general partner, by contract or credit arrangement or otherwise or (iii) any other Affiliate of Tencent whose primary business is making investments and is not directly competing with the Principal Business of the Company, provided that a direct or indirect investment in any Person that directly competes with the Principal Business of the Company shall not be deemed, individually or in the aggregate with other such investments, to be directly competing with the Principal Business; provided further that, if any transferee ceases to be a permitted transferee pursuant to this Section 4.9, such transferee shall immediately Transfer the Shares held by it to Tencent or any of its permitted transferees pursuant to this Section 4.9.

Appears in 4 contracts

Samples: Shareholders Agreement, Shareholders Agreement (Pinduoduo Inc.), Shareholders Agreement (Walnut Street Group Holding LTD)

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