Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the Series B Preferred Shareholder and Series A Preferred Shareholder:
(a) None of the Founders shall, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held, directly or indirectly, by him in the BVI Companies to any Person; and (ii) the BVI Companies shall not, and each Founder shall cause the BVI Companies not to, issue to any Person any equity securities of the BVI Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Companies.
(b) None of the Founders and the BVI Companies shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him or the BVI Companies respectively in the Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest.
(c) None of the Group Companies shall, and each Founder shall cause any Group Company not to, issue to any Person any equity securities of such Group Company, or any options (except for any option issued under any employee and advisor share option plan approved by the Board, including the affirmative votes of each Series A Director then in office, if any) or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company.
(d) None of the Founders, the Company and the HK Co. shall, or shall cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them or the respectively in any PRC Company to any Person. Any transfer in violation of this Section 4.8 shall be void and the PRC Companies hereby agree they will not effect such a transfer nor will they treat any alleged transferee as the holder of such equity interest.
Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Shares:
(a) Each of the Founders and Class A Ordinary Holders shall not, and shall not cause or permit any other person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by them in the Domcos, as the case may be, to any person. Any transfer in violation of this subsection 4.8(a) shall be void and the Founders and the Class A Ordinary Holders shall procure that each of the Domcos will not effect such transfer nor will it treat any alleged transferee as the holder of such equity interest without the prior written approval of the holders of at least a majority of the Preferred Shares.
(b) Each of the Founders and the Class A Ordinary Holders shall procure that the Domcos shall not issue to any person any equity securities of the Domcos, as the case may be, or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the Domcos, as the case may be, without the prior written approval of the majority in interest of the Preferred Holders.
(c) Each of the Founders and the Class A Ordinary Holders shall also procure that restrictions set forth in this Section 4 shall not be avoided by the direct or indirect transfer of any shares (or other interest) in such Class A Ordinary Holder or of any other entity having control over such Class A Ordinary Holder.
Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Shares:
(a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest or equity securities or any economic interest deriving therefrom, held, directly or indirectly, by such Founder and/or shareholder in such Existing Shareholder to any person or entity other than one that is solely owned by such Founder and/or shareholder;
(b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts to cause such Existing Shareholder not to, issue to any person any equity securities of such Existing Shareholder or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Existing Shareholder; and
(c) Notwithstanding the foregoing, the restrictions under this Section 4.9 shall not apply to (i) any transfers or issuances with respect to the equity interest in Valuetrue Investments Limited; and (ii) any transfers or issuances to the parents, children or spouse of any Founder and/or any shareholder of an Existing Shareholder occurring after the date hereof with respect to the equity interest in any Existing Shareholder which do not exceed 20% of the capital of such Existing Shareholder at any time in the aggregate; provided that each Founder shall, and shall use his best efforts to cause each other shareholder of an Existing Shareholder to, promptly notify the Company and each Preferred Shareholder of any transfer of equity interests pursuant to this Section 4.9.
Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the Board:
(a) (i) the Founders shall not, directly or indirectly, Transfer any equity interest held directly or indirectly, to any person; and (ii) the Founders or BVI Company shall not, issue to any person any equity securities of the Founders or BVI Company or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the Founders or BVI Company.
(b) the Founders and the BVI Company shall not, or shall not cause or permit any other person to, directly or indirectly, Transfer any equity interest held or controlled by him or the BVI Company respectively in the Company to any person. Any Transfer in violation of this Section shall be void and the Company hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such equity interest.
(c) Except in compliance with this Agreement, each Group Company shall not, and the Founders shall not (i) Transfer any equity interest held, directly or indirectly, by it or him in the Group Companies to any person; and (ii) cause any Group Company to, issue to any person any equity securities of such Group Company, or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company.
Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of the holders of a majority of the then outstanding Preferred Shares, voting together as a single class on an as converted basis (the “Majority Preferred”):
(a) None of the Company, the Founders and the Common Holders shall, nor shall any of them cause or permit any other person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by it/him in the PRC Subsidiary or any other Subsidiary to any person. Any transfer in violation of this Section 4.9(a) shall be null and void and each of the Subsidiaries hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest without the prior written approval of the Majority Preferred.
(b) None of the Subsidiaries or the Founders shall, nor shall any Common Holder cause or permit any Subsidiary to issue to any person any equity securities of such Subsidiary, or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Subsidiary.
Restriction on Indirect Transfers. For avoidance of doubt, none of the transfer restrictions in Sections 4.3, 4.4 and 4.6 shall be capable of being avoided by any indirect transfer of any shares or securities of the Company and any such action or transfer shall be treated as null and void and a breach of Sections 4.3, 4.4 and 4.6.
Restriction on Indirect Transfers. (a) Without the prior written consent of the holders of at least 51% of the Series A Shares in issue, prior to the consummation of a Qualified Public Offering, each Founder shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest in the Company held or controlled by him, directly or indirectly, (whether by him in or through Champion Shine, Empire China, Champion International Holdings Limited, a private company limited by shares and incorporated in Hong Kong, or the Company) such that after such transaction, such Founder’s attributable interest in Ordinary Shares shall be reduced by more than 10%. For illustration, if A owns 10% of B and B owns 50% of C, A’s “attributable interest” in C is 5%.
(b) Any transfer in violation of this Section 4.7 shall be void and each of the Company, Champion Shine and Empire China (as the case may be) hereby agrees that it will not effect any such a transfer nor will they treat any alleged transferee as the holder of the equity interest of the company in question without the prior written consent of the holders of at least 51% of the Series A Shares in issue.
(c) Champion Shine shall at the reasonable request of the Investors deliver to the Investors a certificate of incumbency, the cost of which shall be borne by the Investors.
Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein but subject to Section 4.6, without the prior written approval of the Supermajority Preferred Holders, (i) none of the Group Companies shall, nor shall any of them cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Equity Securities in any Group Company to any Person which is not a Group Company, and (ii) none of the Founders and the Founder Holding Companies shall, nor shall any of them cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Equity Securities in any PRC Group Company to any Person. Any transfer in violation of this Section 4.7(e) shall be void and each Group Company, each of the Founders and the Founder Holding Companies hereby agrees that it/he will not effect such sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or otherwise disposition nor will it/he treat any alleged transferee as the holder of such Equity Securities unless in accordance with this Section 4.7(e). Notwithstanding any other provisions in this Agreement, any transfer of Equity Securities in the Company made pursuant to the Put Option Agreement shall not be subject to any provisions in Sections 4.1, 4.2, 4.3 and 4.4.
Restriction on Indirect Transfers. The Parties agree that the transfer restrictions set forth in this Agreement shall not be capable of being avoided by the holding of the Equity Securities indirectly through a company, partnership, or other entity that can itself be sold in order to dispose of an indirect interest in the Equity Securities free of such restrictions. Any transfer or other disposal of any shares (or other interest) in any Ordinary Holder shall be treated as being a transfer of the Equity Securities held by such Ordinary Holder and the provisions of this Agreement that apply in respect of the transfer of the Equity Securities shall thereupon apply in respect of the Equity Securities so held and the equity interest of the related Ordinary Holder. Each of the Founders shall not, and shall not cause or permit any other person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest directly or indirectly controlled by him or her in the Company to any person in violation of this Agreement.
Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written consent of 66 2/3% in interest of the Ordinary Shares (on an as-converted basis) held by the Investors, (i) prior to the Qualified Public Offering or (ii) within 180 days following the closing of a Qualified Public Offering:
(i) Xxxxxx Xxxx shall not directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held by him in the BVI Shareholder to any person; and (ii) the BVI Shareholder shall not issue to any person any equity securities of the BVI Shareholder or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the BVI Shareholder.
(b) Each of Xxxxxx Xxxx and Xxxx Xxxx shall not, and shall not cause or permit any other person to, (i) directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him in the PRC Affiliate to any person, and (ii) cause or permit the PRC Affiliate to issue to any person any equity securities of the PRC Affiliate or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the PRC Affiliate.
