Common use of Restriction on Indirect Transfers Clause in Contracts

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 The transfer restrictions herein shall not be capable of being avoided by the holding of any securities in the Company indirectly through a company or other entity that can itself be sold or transferred in order to dispose of an indirect interest in such securities in the contrary contained hereinCompany (including through any trust, derivative contract or other economic arrangement transferring the benefits of ownership of any Shares) free of such restrictions. Any issuance, transfer or other disposal of any shares (or other interest) of the Officer Holdco or the Management Holdco or of any company (or other entity) holding shares in such shareholder shall be treated as a transfer of the equity interest of the Company held by such shareholder and the provisions of this Section 4 shall thereupon apply in respect of the equity interest or securities of the Company so held. Unless otherwise permitted under (and made in compliance with) Sections 4.1 to 4.5, without the prior written approval of Kingsoft, the IDG Investor, the holders of at least a majority 66% of the then issued and outstanding Series C Preferred SharesShares and the holders of at least 66% of the then issued and outstanding Series D Preferred Shares and Series D+ Preferred Shares (voting together on an as-converted basis), none of the Management (other than Xx. XXXX Yulin (王育林)) shall dispose of any equity interest held, directly or indirectly, by such Management in the Management Holdco or the Company; provided that the approval of the IDG Investor, the holders of at least 66% of the then issued and outstanding Series C Preferred Shares and the holders of at least 66% of the then issued and outstanding Series D Preferred Shares and Series D+ Preferred Shares (voting together on an as-converted basis) shall not be required if any Management (other than Xx. XXXX Yulin (王育林)) disposes of any equity interest held, directly or indirectly, by such Management in the Management Holdco or the Company as provided in Sections 4.6(a) and (b) below: (a) Each unless otherwise pursuant to and in compliance with the Officer Restricted Share Agreement, the Management Restricted Share Agreement or the ESOP, and subject to the provisions in this Section 4, no Officer or Management 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 such Officer in the Officer Holdco or the Company, or such Management in the Management Holdco or the Company, to any Person, and each of the Founders Officer Holdco, the Management Holdco and Class A Ordinary Holders the Company hereby agrees it will not effect a transfer in violation of this provision, nor will it treat any alleged transferee as the holder of such shares; (b) subject to the provisions in this Section 4, the Officer Holdco and the Management Holdco shall not, and the Officer and each of the Management shall cause the Officer Holdco and the Management Holdco not cause to, issue to any Person any equity securities of the Officer Holdco or permit the Management Holdcos or any options or warrants for, or any other person tosecurities exchangeable for or convertible into, such equity securities of the Officer Holdco or the Management Holdco; (c) unless otherwise required under the Restructuring Documents, no Officer, Management or such other Person holding any equity interest in the Domestic Enterprises 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 or controlled by them him in the Domcos, as the case may be, Domestic Enterprises to any person. Any transfer in violation of this subsection 4.8(aPerson; and (d) the Domestic Enterprises shall be void not, and the Founders and the Class A Ordinary Holders shall procure that each of the Domcos will Officer and Management shall use their best efforts to cause the Domestic Enterprises 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 to, issue to any person Person any equity securities of the Domcos, as the case may beDomestic Enterprises, 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 HoldersDomestic Enterprises. (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 hereinherein but subject to Section 4.5 above, without the prior written approval of holders of (i) the Series A Holders holding at least a majority of the Preferred Shares: Series A Shares and applicable Conversion Shares then outstanding (aon an as-converted basis), (ii) Each the Series B Holders holding at least a majority of the Founders Series B Shares and Class A Ordinary applicable Conversion Shares then outstanding (on an as-converted basis), (iii) the Series C Holders shall notholding at least a majority of the Series C Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iv) the Series C1 Holders holding at least a majority of the Series C1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (v) the Series D Holders holding at least a majority of the Series D Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (vi) the Series D1 Holders holding at least a majority of the Series D1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (i) none of the Group Companies shall, nor shall not any of them cause or permit any other person 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 Equity Securities in the Domcos, as the case may be, any Group Company to any personPerson, and (ii) none of the Founder 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 subsection 4.8(a) Section 4.8 shall be void and the Founders and the Class A Ordinary Holders shall procure each Group Company, each Founder hereby agrees that each of the Domcos it will not effect such transfer sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or otherwise disposition 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 Equity Securities unless 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 accordance with 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 Holder4.8.

Restriction on Indirect Transfers. Notwithstanding anything Except for any transfer by a holder of ordinary shares in the BVI Companies to the contrary contained hereinits Permitted Transferees as provided in Section 4.6 above, without the prior written approval of (i) the holders of at least a majority more than fifty percent (50%) of the Preferred Shares:Shares (voting together as a single class on as-converted basis), (ii) the holders of more than seventy-five percent (75%) of the Series C Preferred Shares or their permitted assigns (voting together as a single class on as-converted basis), (iii) the holders of more than fifty percent (50%) of the Series D Preferred Shares (voting together as a single class on as-converted basis) and (iv) the holders of more than fifth percent (50%) of the Series E Preferred Shares (voting together as a single class on as-converted basis): (ai) Each The Founders 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, directly or indirectly, by him in the Founders BVI Companies to any person; and Class A Ordinary Holders (ii) the BVI Companies shall not, and the Founders shall not cause the BVI Companies 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) The Founders and the BVI Companies shall not, or 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 him or the BVI Companies respectively in the Domcos, as the case may be, Company to any person. Any transfer in violation of this subsection 4.8(a) Section 4.10 shall be void and the Founders and the Class A Ordinary Holders shall procure that each of the Domcos Company 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 holders of at least a majority of the Preferred Sharesinterest. (bc) Each of Group Company shall not, and the Founders and the Class A Ordinary Holders shall procure that the Domcos shall not cause any Group Company to, issue to any person any equity securities of the Domcos, as the case may besuch Group Company, or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Group Company. (d) Except for any transfers in accordance with the Domcosprovisions of this Agreement, as the case may be, without the prior written approval of the majority in interest each of the Preferred Holders. (c) Each Shareholders shall not, or 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 it in the Founders Company to any person. Any transfer in violation of this Section 4.10 shall be void and the Class A Ordinary Holders shall also procure that restrictions set forth in this Section 4 shall Company hereby agrees it will not be avoided by effect such a transfer nor will it treat any alleged transferee as the direct or indirect transfer holder of any shares (or other such equity 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 SharesSuper-majority: (a) Each of the Founders and Class A Ordinary Holders The Founder shall not, and shall not cause or permit any other person Person not to, directly or indirectly, sellTransfer, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled Controlled by them in the Domcos, as the case may be, PRC Companies to any personPerson. Any transfer Transfer in violation of this subsection Section 4.8(a) shall be void and the Founders and the Class A Ordinary Holders PRC Companies hereby agrees that it shall procure that each of the Domcos 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 holders of at least a majority of the Preferred SharesSuper-majority. (b) Each None of the Founders HK Company, the US Subsidiary and the Class A Ordinary Holders PRC Companies shall, and the Founder shall procure that the Domcos shall cause such Group Company not to, issue to any person Person any equity securities Equity Securities of the Domcos, as the case may besuch Group Company, or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities Equity Securities of the Domcos, as the case may be, without the prior written approval of the majority in interest of the Preferred Holderssuch Group Company. (c) Each of The Founder agrees not to circumvent or otherwise avoid the Founders and the Class A Ordinary Holders shall also procure that transfer restrictions or intent thereof set forth in the Section 4, whether by holding the Equity Securities of the Company indirectly through the BVI Holdco or by causing or effecting, directly or indirectly, the transfer or the issuance of any Equity Securities of the BVI Holdco, or otherwise. Any purported transfer, sale or issuance of any Equity Securities of the BVI Holdco in contravention of this Section 4 Agreement shall be void and ineffective for any and all purposes and shall not be avoided by confer on any transferee or purported transferee any rights whatsoever, and no party hereof (including without limitation, the direct Founder and the BVI Holdco) shall recognize any such transfer, sale 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 Holderissuance.

Restriction on Indirect Transfers. Notwithstanding anything to As an amplification and not limitation of the contrary contained hereinrestrictions on transfer under this Section 4, without the prior written approval consent of holders of the CDH Shareholders and Series B Shareholders holding at least a majority seventy five percent (75%) of the then outstanding Series B Preferred Shares: (a) Each of the Founders and Class A Holders of Ordinary Holders shall not, and Shares shall not cause directly or permit indirectly, Transfer any other person toequity interest held, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or by him/her in any entity which is a series of transactions any equity interest held or controlled by them direct shareholder in the Domcos, as the case may be, Company (an “Existing Shareholder Entity”) to any personPerson. Any transfer Transfer in violation of this subsection 4.8(aSection 4.7(a) shall be null and void ab initio and the Founders and the Class A Ordinary Holders shall procure that each of the Domcos Existing Shareholder Entity hereby agrees it will not effect or recognize such transfer a Transfer nor will it treat any alleged transferee as the holder of such equity interest without the prior written approval consent of the holders of CDH Shareholders and Series B Shareholders holding at least a majority seventy five percent (75%) of the then outstanding Series B Preferred Shares. (b) Each Existing Shareholder Entity shall not, and each of the Founders and the Class A Holders of Ordinary Holders shall procure that the Domcos Shares shall not cause or permit any Existing Shareholder Entity to, issue to any person Person any equity securities shares of the Domcos, as the case may be, such Existing Shareholder Entity or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities shares of the Domcos, as the case may be, without the prior written approval of the majority in interest of the Preferred Holderssuch Existing Shareholder Entity. (c) Each None of the Founders and Holders of Ordinary Shares shall, nor shall any of them cause or permit any other Person to, directly or indirectly, Transfer any equity interest held or controlled by it in any of the Class A Ordinary Holders shall also procure that restrictions set forth Group Companies to any Person. Any Transfer in violation of this Section 4 4.7(c) shall be null and void ab initio and each of the Group Companies hereby agrees it will not be avoided by effect such a Transfer nor will it treat any alleged transferee as the direct or indirect transfer holder of such equity interest without the prior written consent of the CDH Shareholders and Series B Shareholders holding at least seventy five percent (75%) of the then outstanding Series B Preferred Shares. (d) None of the Group Companies shall issue to any shares Person any New Securities without the prior written consent of the CDH Shareholders and Series B Shareholders holding at least seventy five percent (or other interest75%) in such Class A Ordinary Holder or of any other entity having control over such Class A Ordinary Holderthe then outstanding Series B Preferred Shares.

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.