Common use of Series C Protective Provisions Clause in Contracts

Series C Protective Provisions. For so long as at least 25% of the Series C Shares issued and outstanding as at Closing shall remain outstanding, the Company shall not, and the Company shall procure that the Beijing Sub, the Shanghai Sub and the Relevant Subsidiary (each a “Group Company”) shall not, and each of the Shareholders undertakes to the other Shareholders that it shall exercise all its powers in relation to the Company and its Subsidiaries so as to procure that, subject to any applicable law, that a Group Company shall not, without the approval of the holders of at least two-thirds of the Series C Shares then outstanding voting as a separate class, take or permit any action that: (a) increases or decreases, whether by merger, reclassification or otherwise, the authorized Series C Shares or effect any combination, split, or reclassification of the outstanding Series C Shares into a smaller or larger number of shares or exchange or convert any Series C Shares or require the exchange or conversion of any Series C Shares, except as provided in the Articles; (b) amends, alters or repeals, whether by merger, reclassification or otherwise, any provision of the Articles that alters or adversely affects the rights, preferences, conversion and other rights, voting powers or privileges of the Series C Shares; (c) authorizes (whether by merger, reorganization, reclassification or otherwise) or issues any shares of capital stock that rank senior to, or on parity with, the Series C Shares as to dividends, distributions or liquidation preference (“Series C Senior Shares”); (d) adopts any new stock option or other stock incentive plan or arrangement, increase the number of shares available for grant or issuance under any existing stock option or other stock incentive plan (collectively the “Option Plans”), or make any other material amendment to any such plan or arrangement; provided, however, that the Company may contemporaneously with the Closing increase the aggregate number of Ordinary Shares available for grant or issuance under its Option Plans to 5% of the enlarged issued share capital of the Company as of Closing. (e) redeems, or declares, sets aside or pays a dividend on, the Ordinary Shares or any other class of Preference Shares of the Company, the Beijing Sub or the Shanghai Sub (as the case may be) or repurchases any outstanding securities of the Company, the Beijing Sub or the Shanghai Sub (as the case may be); (f) increases the authorized number of directors of the Board of Directors of the Company; (g) effects a voluntary liquidation, dissolution or winding up of a Group Company; (h) effects any consolidation, reorganization or merger of a Group Company with or into any other corporation or entity; (i) will result in a sale, license or disposition of all or substantially all of the assets (or of any material portion of the assets) of a Group Company or exclusively licenses all or substantially all of its property or business to a single entity or a group of entities, in any case in a single transaction or a series of transactions; (j) acquires any entity, business or assets by means of merger, consolidation, recapitalization, purchase of assets or otherwise, involving the issuance of consideration by a Group Company having a fair market value individually or in the aggregate in excess of US$5,000,000; or (k) effects a change in the primary nature of the Company’s business.

Series C Protective Provisions. For so So long as at least 25% any shares of the Series C Shares issued and outstanding as at Closing shall Preferred Stock remain outstanding, the Company shall not, and the Company shall procure that the Beijing Sub, the Shanghai Sub and the Relevant Subsidiary (each a “Group Company”) shall not, and each of the Shareholders undertakes to the other Shareholders that it shall exercise all its powers in relation to the Company and its Subsidiaries so as to procure that, subject to any applicable law, that a Group Company Corporation shall not, without the approval approval, by vote or written consent, of the holders of at least two-thirds a majority of the Series C Shares Preferred Stock (with the Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock treated as a single series) then outstanding outstanding, voting as a separate class, take or permit any action that: (a) increases or decreases, whether by merger, reclassification or otherwise, the authorized Series C Shares or effect any combination, split, or reclassification of the outstanding Series C Shares into a smaller or larger number of shares or exchange or convert any Series C Shares or require the exchange or conversion of any Series C Shares, except as provided in the Articles; (b) amends, alters or repeals, whether by merger, reclassification or otherwise, any provision of the Articles that alters or adversely affects the rights, preferences, conversion and other rights, voting powers or privileges of the Series C Shares; (c) authorizes (whether by merger, reorganization, reclassification or otherwise) or issues any shares of capital stock that rank senior to, or series on parity with, the Series C Shares as an as-converted to dividends, distributions or liquidation preference (“Series C Senior Shares”); (d) adopts any new stock option or other stock incentive plan or arrangement, increase the number of shares available for grant or issuance under any existing stock option or other stock incentive plan (collectively the “Option Plans”), or make any other material amendment to any such plan or arrangementCommon Stock basis; provided, however, that in the Company may contemporaneously with event of an amendment contemplated by Section 6.3(d) below that materially and adversely affects the Closing increase the aggregate number of Ordinary Shares available for grant or issuance under its Option Plans to 5% rights of the enlarged issued share capital Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock in a manner different from any other such Series C Preferred Stock, such amendment shall require the prior approval of the Company as holders of Closing. (e) redeems, or declares, sets aside or pays a dividend on, the Ordinary Shares or any other class of Preference Shares majority of the CompanySeries C-1 Preferred Stock, the Beijing Sub or the Shanghai Sub (Series C-2 Preferred Stock, Series C-3 Preferred Stock, as the case may be, voting separately: (a) amend its Certificate of Incorporation in any manner that would alter or repurchases change the rights, preferences, privileges or restrictions of the Series C Preferred Stock; (b) authorize or issue any other equity security, including any other security convertible into or exercisable for any equity security having rights or preferences senior to or being on a parity with the Series C Preferred Stock as to dividend rights or liquidation preferences; (c) reclassify any outstanding shares of securities of the CompanyCorporation into shares having rights, preferences or privileges senior to or on a parity with the Beijing Sub or the Shanghai Sub (as the case may be); (f) increases the authorized number of directors of the Board of Directors of the Company; (g) effects a voluntary liquidation, dissolution or winding up of a Group Company; (h) effects any consolidation, reorganization or merger of a Group Company with or into any other corporation or entity; (i) will result in a sale, license or disposition of all or substantially all of the assets (or of any material portion of the assets) of a Group Company or exclusively licenses all or substantially all of its property or business to a single entity or a group of entities, in any case in a single transaction or a series of transactions; (j) acquires any entity, business or assets by means of merger, consolidation, recapitalization, purchase of assets or otherwise, involving the issuance of consideration by a Group Company having a fair market value individually or in the aggregate in excess of US$5,000,000Series C Preferred Stock; or (kd) effects a change amend its Certificate of Incorporation or Bylaws in any manner that materially and adversely affects the primary nature rights of the Company’s businessSeries C Preferred Stock.