Common use of Rights of the Offerees Clause in Contracts

Rights of the Offerees. For a period of 20 days after the date of delivery of a Transfer Notice (the “Offer Period”), the Offerees shall have the right, exercisable by each Offeree through the delivery of an Acceptance Notice as provided in Section 3.4(d), to purchase up to all of the Offered Shares at a purchase price equal to the Offer Price per Share and upon the other terms and conditions set forth in the Transfer Notice. Each Offeree shall have the right to purchase a number of Offered Shares equal to the total number of Offered Shares multiplied by a fraction, the numerator of which is the number of Shares held by such Offeree and the denominator of which is the number of Shares held by all of the Offerees (such number, an Offeree’s “First Refusal Allocation”) in each case (for both the numerator and the denominator) on a fully diluted basis as of the date of the Transfer Notice. In addition, in the event that one or more Offerees declines or is deemed pursuant to Section 3.4(d) to have waived its First Refusal Right (“Non-Electing Offerees”), each Offeree electing to exercise its First Refusal Right (an “Electing Offeree”) shall have the right as provided in Section 3.4(d) to purchase all or a portion of the Offered Shares constituting the aggregate of the First Refusal Allocations of the Non-Electing Offerees (“Excess Offered Shares”). An Offeree may assign to an Affiliate of such Offeree its right to acquire Offered Shares pursuant to this Section 3.4, provided that such Affiliate is not a Competitor.

Rights of the Offerees. For a period of 20 days after the date of delivery of a Transfer Notice (the “Offer Period”), the The Offerees shall have the right, exercisable by each Offeree through the delivery of an Acceptance Notice as provided in Section 3.4(d), to purchase up to all of the Offered Shares at a purchase price per Share (“Per-Share Offer Price”) equal to the Offer Price per Share divided by the total number of Offered Shares, and upon the other terms and conditions set forth in the Transfer Notice. Each Offeree shall have the right to purchase a up to such number of Offered Shares as is equal to the total number of Offered Shares multiplied by a fraction, the numerator of which is the number of Shares held by such Offeree and the denominator of which is the number of Shares held by all of the Offerees (such number, an Offeree’s “First Refusal Allocation”) ), in each case (for both the numerator and the denominator) on a an as-converted, fully diluted basis as of the date of the Transfer Notice. In addition, in the event that one or more Offerees (“Non-Electing Offerees”) declines or is deemed pursuant to Section 3.4(d) to have waived its First Refusal Right (“Non-Electing Offerees”)Right, or does not fully purchase the number of Offered Shares that it is entitled to purchase, each Offeree electing to exercise its First Refusal Right in full (an “Electing Offeree”) shall have the right as provided in Section 3.4(d) to purchase all or a portion of the Offered Shares constituting the aggregate of the First Refusal Allocations of not so purchased by the Non-Electing Offerees (“Excess Offered Shares”). An Offeree may assign to an Affiliate of such Offeree its right to acquire Offered Shares pursuant to this Section 3.4; provided, provided that such Affiliate is not a CompetitorCompetitor nor a Restricted Person unless otherwise approved by the Key Holder or Tencent, as the case may be, pursuant to Section 3.2.

Rights of the Offerees. For a period of 20 days after the date of delivery of a Transfer Notice (the “Offer Period”), the Offerees Each Offeree shall have the right, exercisable by each Offeree through the delivery of an Acceptance Notice as provided in Section 3.4(d), to purchase up to all a portion of the Offered Shares (up to such Offeree’s First Offer Allocation) at a purchase price per Share equal to the Offer Price per Share Price, and upon the other terms and conditions set forth in the Transfer Notice. Each Offeree shall have the right to purchase a up to such number of Offered Shares as is equal to the total number of Offered Shares multiplied by a fraction, the numerator of which is the number of Shares held by such Offeree and the denominator of which is the number of Shares held by all of the Offerees (such number, an Offeree’s “First Refusal Offer Allocation”) ), in each case (for both the numerator and the denominator) on a an as-converted, fully diluted basis as of the date of the Transfer Notice. In addition, in the event that one or more Offerees (“Non-Electing Offerees”) declines or is deemed pursuant to Section 3.4(d) to have waived its First Refusal Right (“Non-Electing Offerees”)Offer Right, or does not purchase its full First Offer Allocation, each Offeree electing to exercise purchase its full First Refusal Right Offer Allocation (such Offeree, an “Electing Offeree”) shall have the right as provided in Section 3.4(d) to 3.4(e)to purchase all or a portion of the Offered Shares constituting the aggregate of the First Refusal Allocations of not so purchased by the Non-Electing Offerees (“Excess Offered Shares”). An Offeree may assign to an Affiliate any Permitted Transferee of such Offeree its right to acquire Offered Shares pursuant to this Section 3.4; provided, provided that such Affiliate Permitted Transferee is not a CompetitorBaidu Restricted Person unless otherwise approved by Baidu pursuant to Section 3.2(b).