Common use of Shareholder Reserved Matters Clause in Contracts

Shareholder Reserved Matters. So long as there are any relevant Preferred Shares outstanding, in addition to any other vote or consent required by the Companies Act, (a) the Directors and the Shareholders, as applicable, shall cast their votes to procure that the consent of Majority Series A Preferred Shareholders, voting as a single and separate class, is obtained for any action (whether by amendment of the Charter Documents or otherwise, and whether in a single transaction or a series of related transactions) that approves or effects any of the following transactions involving any member of the Group: (i) effect any Liquidation Event, or consent to any Liquidation Event; (ii) amend, alter or repeal any provision of the Memorandum of Association or the Articles of Association of the Company in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Shares except in connection with, and effective upon the completion of, a Qualified IPO; (iii) create, or authorize the creation of, or issue or obligate itself to issue shares of (by reclassification or otherwise), any additional class or series of share capital unless the same have rights, powers, preferences or privileges junior to the Series A Preferred Shares, except in connection with, and effective upon the completion of, a Qualified IPO; (iv) increase or decrease the authorized number of Ordinary Shares, Series A Preferred Shares, or the authorized share capital of the Company, or increase or decrease the share capital of any other Group Company if they would change as a result of such increase or decrease, except in connection with, and effective upon the completion of, a Qualified IPO; (v) except in connection with, and effective upon the completion of, a Qualified IPO, (A) reclassify, alter or amend any existing security of the Company that is pari passu with the Series A Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series A Preferred Shares in respect of any such right, preference or privilege, or (B) reclassify, alter or amend any existing security of the Company that is junior to the Series A Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series A Preferred Shares in respect of any such right, preference or privilege; (vi) pay, set aside or declare a distribution or dividend with respect to any of the share or other equity interest in any Group Company; (vii) purchase or redeem (or payment into or setting aside for a sinking fund for such purpose) any shares of any Group Company other than repurchases of shares from former employees, officers, directors, consultants or other Persons who performed services for the Company or any other Group Company in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; (viii) create, or authorize the creation of, or issue, or authorize the issuance of any debt security or guaranty of indebtedness other than trade debt facilities; (ix) approve any stock option plan or other employee share incentive plan of any Group Company; (x) amend or alter the business scope of any Group Company, or approve the entry into new lines of business or exit from any current lines of business by any Group Company; (xi) change the capital structure of any Group Company if the proportional record or beneficial ownership of such other Group Company would change as a result of such change; (xii) alter or amend any term of any agreement between Sogou Information and any other Group Company or between any holder of equity securities of Sogou Information and any other Group Company, other than a renewal of any term of such agreement; (xiii) any transfer or issuance of equity interests of Sogou Information other than to an individual who (i) owns at least one percent (1%) of the then outstanding voting securities of the Company (assuming for such purposes the conversion or exercise of convertible or exercisable securities, options, warrants or other similar rights held by such individual) and (ii) has been employed by one or more Group Companies for at least two (2) years as a manager of such Group Company(ies), or in any other position with responsibilities at a level higher than manager; or (xiv) agree or commit to any of the foregoing. (b) the Directors and the Shareholders, as applicable, shall cast their votes to procure that the consent of Majority Series B Preferred Shareholders, voting as a single and separate class, is obtained for any action (whether by amendment of the Charter Documents or otherwise, and whether in a single transaction or a series of related transactions) that approves or effects any of the following transactions involving any member of the Group: (i) effect any Liquidation Event, or consent to any Liquidation Event; (ii) amend, alter or repeal any provision of its constitutional documents, the VIE Control Documents or the Basic Documents, except in connection with, and effective upon the completion of, a Qualified IPO; (iii) create, or authorize the creation of, or issue or obligate itself to issue shares of (by reclassification or otherwise), any additional class or series of share capital, except in connection with, and effective upon the completion of, a Qualified IPO; (iv) increase or decrease the authorized number of Ordinary Shares, Preferred Shares, or the authorized share capital of the Company, or increase or decrease the share capital of any other Group Company if the proportional record or beneficial ownership of such other Group Company would change as a result of such increase or decrease, except in connection with, and effective upon the completion of, a Qualified IPO; (v) except in connection with, and effective upon the completion of, a Qualified IPO, (A) reclassify, alter or amend any existing equity security of the Company that is pari passu with the Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Preferred Shares in respect of any such right, preference or privilege, or (B) reclassify, alter or amend any existing equity security of the Company that is junior to the Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Preferred Shares in respect of any such right, preference or privilege; (vi) pay, set aside or declare a distribution or dividend with respect to any of the share capital or other equity interest in any Group Company; (vii) purchase or redeem (or payment into or setting aside for a sinking fund for such purpose) any shares of any Group Company other than repurchases of shares from former employees, officers, directors, consultants or other persons who performed services for the Company or any other Group Company in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; (viii) create, or authorize the creation of, or issue, or authorize the issuance of any debt security or guaranty of indebtedness other than trade debt facilities, individually or in aggregate exceeding 30% of the total assets of the Company as of the end of the last Financial Year; (ix) approve or amend any stock option plan or other employee share incentive plan of any Group Company; (x) make any material changes to, or to cease, any line of the Principal Business; (xi) change the capital structure of any Group Company if the proportional record or beneficial ownership of such other Group Company would change as a result of such change; or (xii) agree or commit to any of the foregoing.

Shareholder Reserved Matters. So long as there are any relevant Preferred Shares outstanding, in addition to any other vote or consent required by the Companies Act, (a) the Directors and the Shareholders, as applicable, The JV shall cast their votes to procure that the consent of Majority Series A Preferred Shareholders, voting as a single and separate class, is obtained for not take any action (whether including any action by amendment of the Charter Documents Board or otherwise, and whether in a single transaction any committee thereof or a series of related transactionsany Senior Management Personnel) that approves or effects permit the Group Companies to take any of the following transactions involving any member of the Group: (i) effect any Liquidation Event, or consent to any Liquidation Event; (ii) amend, alter or repeal any provision of the Memorandum of Association or the Articles of Association of the Company in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Shares except in connection with, and effective upon the completion of, a Qualified IPO; (iii) create, or authorize the creation of, or issue or obligate itself to issue shares of (by reclassification or otherwise), any additional class or series of share capital unless the same have rights, powers, preferences or privileges junior to the Series A Preferred Shares, except in connection with, and effective upon the completion of, a Qualified IPO; (iv) increase or decrease the authorized number of Ordinary Shares, Series A Preferred Shares, or the authorized share capital of the Company, or increase or decrease the share capital of any other Group Company if they would change as a result of such increase or decrease, except in connection with, and effective upon the completion of, a Qualified IPO; (v) except in connection with, and effective upon the completion of, a Qualified IPO, (A) reclassify, alter or amend any existing security of the Company that is pari passu with the Series A Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series A Preferred Shares in respect of any such right, preference or privilege, or (B) reclassify, alter or amend any existing security of the Company that is junior to the Series A Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series A Preferred Shares in respect of any such right, preference or privilege; (vi) pay, set aside or declare a distribution or dividend action with respect to any of the share following matters of the JV and any other Group Company (each a “Shareholder Reserved Matter”), directly or other equity interest in indirectly, whether by amendment, merger, amalgamation, consolidation or otherwise, without approval or written consent from The9 and F&F: (i) any change, amendment or modification to the Memorandum and Articles or any similar governing documents of any Group Company that changes or affects the rights of any Shareholder thereunder or otherwise attaching to any Company Securities; (ii) issuance, repurchase or redemption of (or agreement to issue, repurchase or redeem) any Company Securities or indebtedness of the JV or amendment to the rights attaching to any Company Securities or indebtedness of the JV, or undertaking any consolidation, combination, sub-division, reclassification or conversion of any of the Company Securities (other than the issuance of the Initial Shares pursuant to Section 3.04); (iii) any declaration or payment of any dividend or distribution; (iv) any transaction by any Group Company with any Affiliate (other than any other Group Company) or related party, including The9, F&F and their respective Affiliates; (v) any Deemed Liquidation Event, including a Sale of the JV, any liquidation, dissolution, winding up or commencement of bankruptcy or similar proceedings of the JV; (vi) any change in the number of directors of the JV or in the manner in which such directors are appointed; (vii) purchase any material change to the business scope or redeem (or payment into or setting aside for a sinking fund for such purpose) any shares nature of any Group Company other than repurchases of shares from former employees, officers, directors, consultants or other Persons who performed services for the Company or any other Group Company in connection with the cessation of such employment or service at the lower business of the original purchase price or the then-current fair market value thereofJV; (viii) createentry into, termination or authorize modification of the creation of, or issue, or authorize material terms of the issuance of any debt security or guaranty of indebtedness other than trade debt facilitiesLicense Agreement; (ix) approve any stock option plan effecting a Public Offering or other employee share incentive plan a public offering of any Group CompanyEquity Securities of any Subsidiary of the JV; (x) amend or alter any sublicense of the business scope of rights granted to the JV in the License Agreement to any Group Company, or approve the entry into new lines of business or exit from any current lines of business by any Person other than to a Group Company; (xi) change the capital structure of any transaction involving any Group Company if other than in the proportional record ordinary and usual course of business in relation to the Business, including the disposal or beneficial ownership transfer of any business, property or assets or any interests therein (other than in such other Group Company would change as a result Company’s ordinary and usual course of such changebusiness); (xii) alter or amend any term of matters that are reasonably expected to have a Material Adverse Effect on any agreement between Sogou Information and any other Group Company or between any holder of equity securities of Sogou Information and any other Group Company, other than a renewal of any term of such agreement;; and (xiii) any transfer or issuance of equity interests of Sogou Information other than agreement to an individual who (i) owns at least one percent (1%) of the then outstanding voting securities of the Company (assuming for such purposes the conversion or exercise of convertible or exercisable securities, options, warrants or other similar rights held by such individual) and (ii) has been employed by one or more Group Companies for at least two (2) years as a manager of such Group Company(ies), or in any other position with responsibilities at a level higher than manager; or (xiv) agree or commit to undertake any of the foregoing. (b) the Directors and the Shareholders, as applicable, shall cast their votes to procure that the consent of Majority Series B Preferred Shareholders, voting as a single and separate class, is obtained for any action (whether by amendment of the Charter Documents or otherwise, and whether in a single transaction or a series of related transactions) that approves or effects any of the following transactions involving any member of the Group: (i) effect any Liquidation Event, or consent to any Liquidation Event; (ii) amend, alter or repeal any provision of its constitutional documents, the VIE Control Documents or the Basic Documents, except in connection with, and effective upon the completion of, a Qualified IPO; (iii) create, or authorize the creation of, or issue or obligate itself to issue shares of (by reclassification or otherwise), any additional class or series of share capital, except in connection with, and effective upon the completion of, a Qualified IPO; (iv) increase or decrease the authorized number of Ordinary Shares, Preferred Shares, or the authorized share capital of the Company, or increase or decrease the share capital of any other Group Company if the proportional record or beneficial ownership of such other Group Company would change as a result of such increase or decrease, except in connection with, and effective upon the completion of, a Qualified IPO; (v) except in connection with, and effective upon the completion of, a Qualified IPO, (A) reclassify, alter or amend any existing equity security of the Company that is pari passu with the Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Preferred Shares in respect of any such right, preference or privilege, or (B) reclassify, alter or amend any existing equity security of the Company that is junior to the Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Preferred Shares in respect of any such right, preference or privilege; (vi) pay, set aside or declare a distribution or dividend with respect to any of the share capital or other equity interest in any Group Company; (vii) purchase or redeem (or payment into or setting aside for a sinking fund for such purpose) any shares of any Group Company other than repurchases of shares from former employees, officers, directors, consultants or other persons who performed services for the Company or any other Group Company in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; (viii) create, or authorize the creation of, or issue, or authorize the issuance of any debt security or guaranty of indebtedness other than trade debt facilities, individually or in aggregate exceeding 30% of the total assets of the Company as of the end of the last Financial Year; (ix) approve or amend any stock option plan or other employee share incentive plan of any Group Company; (x) make any material changes to, or to cease, any line of the Principal Business; (xi) change the capital structure of any Group Company if the proportional record or beneficial ownership of such other Group Company would change as a result of such change; or (xii) agree or commit to any of the foregoing.