Restricted Person Transactions Sample Clauses

Restricted Person Transactions. Notwithstanding any other provision herein to the contrary and in addition to any other rights available to Tencent under the Transaction Documents, for so long as Tencent, together with its Affiliates, holds at least fifty percent (50%) of the Shares it holds upon the closing under the Purchase Agreement, then: (a) without Tencent’s prior written consent, the Company shall not, directly or indirectly, issue any new Shares or other securities (including rights, options or warrants to purchase such Shares or securities) of the Company to any of the Persons listed on Exhibit E (the “Restricted Persons”); (b) without Tencent’s prior written consent, the Founder Parties and any Ordinary Shareholders shall not, directly or indirectly, Transfer any Shares or other securities of the Company to any Restricted Person; (c) in the event that any Investor (the “Selling Investor”) intends to, directly or indirectly, Transfer any Shares or other Company securities held by it (the “Target Shares”) to any Restricted Person, the Selling Investor shall promptly give written notice (the “Restricted Person Transfer Notice”) to the Company and Tencent prior to such Transfer, and the Restricted Person Transfer Notice shall describe in reasonable details the identity of the potential purchaser (including without limitation whether such potential purchaser is a Restricted Person), the quantity of the Target Shares, the transfer price and other terms and conditions of such proposed Transfer, (i) all of the Target Shares shall be subject to the Company’s Company Right of First Refusal as set out in the Section 4.10(2); (ii) if following the Company First Refusal Period, the Company has not fully exercised its Company Right of First Refusal or fails to exercise its Company Right of First Refusal pursuant to Section 4.10(2), the Selling Investor shall give to Tencent an additional written notice (the “Additional Restricted Person Transfer Notice”), which shall include the same information as required in the Restricted Person Transfer Notice and identify the number of the remaining Target Shares that the Company declined or failed to purchase (the “Remaining Target Shares”). Tencent shall have a right of refusal, upon written notice (the “Tencent Purchase Notice”) to the Company and the Selling Investor within the following period (the “Tencent Exercise Period”): (x) if the transfer price for the Remaining Target Shares only includes cash consideration, or if the transfer price for th...
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Related to Restricted Person Transactions

  • Related Person Transactions Except for indemnification, compensation or other employment arrangements in the ordinary course of business, there are no Contracts, transactions, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.

  • Interested Party Transactions 26 2.19 Insurance............................................................... 26

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