Common use of Shareholders Protective Provisions Clause in Contracts

Shareholders Protective Provisions. In addition to such other limitations as may be provided in the Restated Articles, for so long as any of the Preferred Shares are outstanding, the following acts of any Group Companies (whether in a single transaction or a series of related transactions, and whether directly or indirectly) shall require the prior written consent of the Ordinary Majority and the Preferred Majority; provided that, in the event that any action in Section 8.1(h) relates in any way to a Restricted Person, it shall also require the prior written approval of Tencent as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s outstanding Shares (on an as-converted basis): (a) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of any Share; (b) any action that shall result in any equity security of the Company, outstanding or to be issued, having any preference or priority that shall be senior to or on a parity with the Preferred Shares; (c) any action that creates, authorizes or issues, any equity securities (including any options or warrants for, or any other securities exchangeable for or convertible into, such equity interest of such Group Company) which may dilute the direct or indirect shareholding of any holder of Preferred Shares in any Group Company or any action that reclassifies, repurchases or redeems any equity securities, excluding (i) any issuance of Ordinary Shares upon conversion of the Preferred Shares, (ii) any action pursuant to the terms of the ESOP including the issuance or repurchase of any employee equity incentive stocks (or options or warrants therefor) and (iii) any repurchase of the equity securities by the Company pursuant to Section 4.1 of this Agreement; (d) any change to the Restated Articles or other charter documents of any Group Company that would directly or indirectly adversely affect the rights of the Preferred Shares; (e) sell, transfer, charge, encumber or other disposition of all or substantially all of the assets of the Group Companies (taken as a whole); (f) sell, transfer, charge, encumber or other disposition of any equity interest in a Group Company (other than the Company) except pursuant to Section 10.3; (g) any declaration, set aside or payment of a dividend or other distribution by the any Group Company to the Shareholders; (h) any action that results in any merger, consolidation, or other corporate reorganization, or any transaction or series of transactions in which in excess of 50% of the Company’s voting power is transferred or in which all or substantially all of the assets of the Group Companies (taken as a whole) are sold, or all or substantially all of the intellectual properties of the Group Companies (taken as a whole) are licensed; (i) the liquidation, dissolution or winding up of any Group Company; (j) the approval of the initial public offering of the Company (excluding the Qualified Initial Public Offering); (k) cease to conduct or carry on the Principal Business by the Company, change of any material part of its Principal Business or enter into business that is not included in the Principal Business, and other material change to the Principal Business; (l) any change of the size or composition of the Board, or the manner in which the Directors are appointed (except for the removal of any director appointed by the Investors pursuant to Section 10.2); (m) any amendment to or termination or waiver of any provision of any Control Documents or any change in the equity ownership of the Domestic Company or Other Domestic Operational Companies except pursuant to Section 10.3; or (n) any agreement or commitment to do any of the foregoing.