Preferred Shareholders Sample Clauses

Preferred Shareholders. 1. Beijing Cash Capital Venture Partners.(北京国科鼎鑫投资中心（有限合伙）) (the “Cashcapital Investor”); 2. Beijing Oriental Rhythm Venture Capital CO., LTD(北京五五东方瑞泰创业投资有限公司) (the “Oriental Investor”);
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Preferred Shareholders. The Preferred Shareholders may Transfer any Equity Securities of the Company now or hereafter owned or held by them subject to compliance with Section 6.5 below, provided that such transferee shall have executed and delivered such documents and take such other actions as may be necessary for it to join in and be bound by the terms of this Agreement as a “Preferred Shareholder”, and provided further that during the period starting from the Closing Date and until the third (3rd) anniversary thereof (the “Competitor Restriction Period”), the Preferred Shareholders may not Transfer any Equity Securities of the Company to any Competitor of the Group Companies, without the prior consent of the Board. Notwithstanding the foregoing, if any Series A Investor wishes to transfer any Equity Securities of the Company before the Qualified IPO, such Series A Investor shall notify such equity interest transfer to the Founders and the Company and, within twenty (20) days after the receipt of such notice, the Founders, or their designated third party shall have the right of first refusal to purchase the transferred Equity Securities on the same price and terms set forth in such notice. For purposes of this Agreement, a “Competitor of the Group Companies” means any company (and their respective Affiliates) that is primarily engaged in the business of an online real estate transaction platform (for purposes of clarity, it shall be limited to the selling of new houses and secondary houses); provided, that for purposes of this definition only, “Affiliates” shall not include any financial or corporate investor shareholders of such company that do not otherwise Control such company; and provided further, notwithstanding the foregoing, “Competitor of the Group Companies” shall exclude such Persons in whom any of the Investors has made its investment in such Person prior to the date of execution of the Series C Equity Interests Purchase Agreement.
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Preferred Shareholders the B Ordinary Shareholders, the A Ordinary Shareholders and any other class of preferred shares in the capital of BTL from time to time; Remuneration Committee the Remuneration Committee of the board of BTL from time to time;
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Preferred Shareholders. Series A Redeemable Participating Preferred Stock beneficially held by Xxx Xxxxxx
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Preferred Shareholders. Preferred Shareholders" shall mean all the registered and beneficial holders of the Class C Preferred Shares and the Class F Preferred Shares of SFG.
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Preferred Shareholders. LIAD DEVELOPMENT AND HOLDINGS LTD.
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Preferred Shareholders. Subject to Section 5, each Preferred Shareholder may Transfer any Equity Securities of the Company now or hereafter owned or held by it without limitation; provided that (a) such Transfer is effected in compliance with all applicable Laws and this Section 4; (b) the transferee, prior to the completion of the Transfer, shall have executed and delivered a Deed of Adherence substantially in the form attached hereto as Appendix B to join in and be bound by the terms of this Agreement as a “Preferred Shareholder” (if not already a Party hereto); (c) with respect to the Preferred Shareholders other than Series C Lead Investor and Meituan, the transferee cannot be a Competitor of the Company, unless otherwise agreed by the Founders and the Majority Preferred Holders; and (d) with respect to the Series C Lead Investor and Meituan, the transferee shall not be a Competitor of the Company, unless otherwise agreed by the Founders.
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Preferred Shareholders. All appropriate approvals and consents have been received from the Series A Preferred Shares and the Series B Preferred Shares (the “Preferred Stockholders”) in accordance with the Target’s Articles of Incorporation with respect to the conversion of their preferred shares into common stock. Immediately prior to the Effective Time, Target will not have any obligations (monetary or otherwise) to any Preferred Stockholders.
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Related to Preferred Shareholders

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Warrant Holder Not Shareholder Except as otherwise provided herein, this Warrant does not confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof.

  • Series B Preferred Stock 1 Shares.......................................................................1

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Series A Preferred Stock The Series A Preferred Stock shall have the following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors. On all other matters, the holders of the Series A Preferred Stock shall vote together with the holders of the Common Stock and the Series B, C and D Preferred Stock and shall be entitled to cast one vote for each share of Common Stock into which the Series A Preferred Stock is convertible. vi. The approval of the Series A Preferred Stock, voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to the rights of the Series A Preferred Stock.

  • Lost Shareholders GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.

  • Company Shareholders Meeting (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting. (ii) Notwithstanding any Company Change in Recommendation, the Company shall nonetheless submit this Agreement to (i) the holders of Shares for adoption at the Company Shareholders Meeting and (ii) the holders of Common Voting Shares at the Company Family Meeting (in accordance with Section 6.5(a)) unless this Agreement is terminated in accordance with Article VIII prior to the Company Shareholders Meeting. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by Law to be voted on by the Company’s shareholders in connection with the adoption of this Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholders Meeting.

  • Shareholders’ Fees The Transfer Agent shall be entitled to charge the Fund’s shareholders directly, and may redeem shares of the Fund held in a shareholder’s Account to satisfy such charges, in accordance with the following provisions:

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

  • Shareholders In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability.