Common use of Prohibition on Transfers Clause in Contracts

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this Agreement, each Company Y Shareholder agrees not to Transfer any of the Covered Shares, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein unless such Transfer is a Permitted Transfer. Any attempted Transfer of shares or any interest therein in violation of this Section 4.1 shall be null and void. (b) This Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y Shareholder’s successors or assigns. No Company Y Shareholder may request that Company Y or Company Y’s depositary bank register the Transfer (book-entry or otherwise) any or all of the Covered Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y Shareholder under this Agreement.

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this AgreementTerm, each Company Y Shareholder covenants and agrees not to Transfer any of the its Covered Shares, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein therein, unless such Transfer is a Permitted Transfer; provided that the foregoing shall not prevent the conversion of such Covered Shares and any Additional Shares into the right to receive any merger consideration in accordance with the terms of the Merger Agreement. Any attempted Transfer of shares or any interest therein therein, in violation of this Section 4.1 shall be null and void. (b) This With respect to each Shareholder, this Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y the Shareholder’s successors or assigns. No Company Y Shareholder may request that the Company Y or Company Ythe Company’s depositary bank register the Transfer of (book-entry or otherwise) any or all of the Covered Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y the Shareholder under this Agreement.

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this Agreement, each Company Y Shareholder agrees not to Transfer any of the Covered Shares, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein unless such Transfer is a Permitted Transfer. Any attempted Transfer of shares or any interest therein in violation of this Section 4.1 shall be null and void. (b) This Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y Shareholder’s 's successors or assigns. No Company Y Shareholder may request that Company Y or Company Y’s 's depositary bank register the Transfer (book-entry or otherwise) any or all of the Covered Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y Shareholder under this Agreement.

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this Agreement, each Company Y Shareholder agrees not to Transfer any of the Covered Shares, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein unless such Transfer is a Permitted Transfer. Any attempted Transfer of shares or any interest therein in violation of this Section 4.1 shall be null and void. (b) This During the term of this Agreement, this Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y Shareholder’s successors or assigns. No Company Y Shareholder may request that Company Y or Company Y’s depositary bank register the Transfer (book-entry or otherwise) any or all of the Covered Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y Shareholder under this Agreement.

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this Agreement, each Company Y Shareholder Stockholder agrees not to Transfer, or enter into any Contract with respect to, or consent to, a Transfer of, any of the Covered Shares, Beneficial Ownership thereof or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic other interest therein unless such Transfer is therein, other than a Permitted Transfer. Any attempted Transfer of shares Covered Shares or any interest therein in violation of this Section 4.1 shall be null and void. (b) This Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y ShareholderStockholder’s successors or assigns. No Company Y Shareholder Stockholder may request that the Company Y or Company Y’s depositary bank register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Covered Shares (whether represented by a certificate or uncertificated)Shares, unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y Shareholder Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement.

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this Agreement, each Company Y Shareholder agrees not to Transfer, or enter into any Contract with respect to, or consent to, a Transfer of, any of the Covered Shares, Beneficial Ownership thereof or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic other interest therein unless such Transfer is therein, other than a Permitted Transfer. Any attempted Transfer of shares Covered Shares or any interest therein in violation of this Section 4.1 shall be null and void. (b) This Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y Shareholder’s successors or assigns. No Company Y Shareholder may request that the Company Y or Company Y’s depositary bank register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Covered Shares (whether represented by a certificate or uncertificated)Shares, unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y Shareholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement.

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this Agreement, each Company Y Shareholder covenants and agrees not to Transfer any of the its Covered Shares, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein therein, unless such Transfer (i) is a Permitted Transfer, (ii) is made to Alibaba and/or any of its Affiliates in connection with the transactions contemplated under the Merger Agreement (including the Acquisition) or (iii) has been previously approved in writing by Alibaba. Any attempted Transfer of shares or any interest therein therein, in violation of this Section 4.1 shall be null and void. (b) This With respect to each Shareholder, this Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y the Shareholder’s successors or assigns. No Company Y Shareholder may request that the Company Y or Company Ythe Company’s depositary bank register the Transfer of (book-entry or otherwise) any or all of the Covered Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y the Shareholder under this Agreement.

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this Agreement, each Company Y Shareholder Stockholder agrees not to Transfer, or enter into any Contract with respect to, or consent to, a Transfer of, any of the Covered Shares, Beneficial Ownership thereof or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic other interest therein unless such Transfer is therein, other than a Permitted Transfer. Any attempted Transfer of shares or any interest therein in violation of this Section 4.1 shall be null and void. (b) This Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y ShareholderStockholder’s successors or assigns. No Company Y Shareholder Stockholder may request that the Company Y or Company Y’s depositary bank register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Covered Shares (whether represented by a certificate or uncertificated)Shares, unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y Shareholder Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement.

Prohibition on Transfers. (a) Subject to the terms of this Agreement, during the term of this AgreementTerm, each Company Y Shareholder covenants and agrees not to Transfer any of the its Covered Shares, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein therein, unless such Transfer is a Permitted Transfer. Any attempted Transfer of shares or any interest therein therein, in violation of this Section 4.1 shall be null and voidvoid ab initio. (b) This With respect to each Shareholder, this Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, such Company Y the Shareholder’s successors or assigns. No Company Y Shareholder may request that the Company Y or Company Ythe Company’s depositary bank register the Transfer of (book-entry or otherwise) any or all of the Covered Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company Y the Shareholder under this Agreement.