Common use of Prohibition on Transfer of Ordinary Shares Clause in Contracts

Prohibition on Transfer of Ordinary Shares. In addition to the restrictions set forth in Sections 6.2 and 6.3, from the date hereof until the earlier of (i) the date that is thirty-six (36) months following the Closing and (ii) the consummation of a Qualified IPO, each of the Founder Holdcos agrees and undertakes to the Investors that it will not sell, assign, pledge, hypothecate, encumber or otherwise transfer any Ordinary Shares of the Company and each of the Founders agrees and undertakes to the Investors that it will not dilute any beneficial ownership, control and discretion over any Ordinary Shares of the Company, either directly or through the Founder Holdco legally and beneficially owned by such Founder, without an affirmative vote by at least two thirds (2/3) of the Directors (including at least one (1) AIL Director, one (1) Matrix Director, the Sequoia Director and the Yunfeng Director). Notwithstanding the foregoing but subject to compliance by a prospective transferee with the requirements of Section 8.10(b), the restrictions on transfer set forth in this Section 6 shall not apply to (i) a transfer in connection with a Sale of the Company as provided in Section 5.4; (ii) an exempt transfer that meets the requirements set forth in Section 6.6. For avoidance of doubt, any proposed direct or indirect transfer by a Founder of an equity interest in any Ordinary Shares, including without limitation any transfer or issuance of an equity interest in the Founder Holdco legally and beneficially owned by such Founder, shall constitute a transfer for purposes of this Section 6.1(b).