Shareholders Reserved Matters. The parties hereto agree that notwithstanding any other provisions herein contained the Board of Directors of the Company shall not enter into or effect or pass any resolution in respect of any of the following matters unless such resolution obtains the majority vote of not less than seventy-five per centum of the Shareholders at a general meeting or by circular resolution:-
(a) any reduction of the share capital of the Company or the variation of the rights attaching to any class of Shares or any redemption, purchase or other acquisition by the Company of Shares or other securities of the Company;
(b) any increase or other change to the share capital of the Company or the creation, allotment or issue of any Shares or of any other security or the grant of any option or rights to subscribe for or to convert any instrument into such Shares or securities;
(c) any consolidation, division, conversion or subdivision of Shares or other securities of the Company;
(d) any material change in the scope of the Business or carrying on any business other than the Business;
(e) the Transfer of all or a significant part of the Business or assets (whether by a single transaction or a series of related transactions);
(f) the payment or declaration of any dividend or other distribution on account of shares in the Company’s capital, and appropriation of retained earnings;
(g) the winding-up, dissolution, or liquidation of the Company;
(h) any action for any merger, business combination, consolidation or amalgamation with any other company or business, scheme of arrangement, company split, reorganization or any other similar action;
(i) any related party transactions including any transactions between the Company and (i) any Shareholder; (ii) any Director; or (iii) any person connected with any Shareholder or any Director; and
(j) such other matters requiring the approval of all Shareholders as specified in the Act or in the Constitution.
Shareholders Reserved Matters. The Shareholders Reserved Matters are:
Shareholders Reserved Matters. The general shareholders’ meeting shall resolve on any matters necessarily reserved to it, from time to time, under the Bylaws, the Shareholders’ Meeting Regulations or the applicable Spanish corporate laws. The general shareholders’ meeting shall approve its resolutions by majority, unless otherwise established under this Agreement, the Bylaws, the Shareholders’ Meeting Regulations or the applicable Spanish corporate laws. In particular, the following matters (the “Shareholders Reserved Matters”) shall always require the approval by the majority of the votes corresponding to the share capital of the Company, unless for those Shareholder Reserved Matters in respect of which a more restrictive majority is required pursuant to this Agreement or binding provisions of applicable Spanish corporate law:
(i) a material change in the nature of the Company’s or the Group’s business taken as a whole;
(ii) approval of the accounts of the Company and the Group consolidated accounts;
(iii) share redemptions that reduce the share capital of the Company;
(iv) appointment of the statutory auditors of the Company;
(v) equity issuances or issuances of convertible instruments representing 20% or more of the Shares in issue at that time, other than issuances in Group members subscribed for by other members of the Group and Rescue Issuances (as defined below);
(vi) creating any new class of Shares in the Company;
(vii) actions that have the effect of changing the “center of main interests” (as this term is defined in article 3(1) of the Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings) of any member of the Group (if applicable to it), or the jurisdiction of incorporation, domicile or place of administration of any member of the Group;
(viii) the voluntary liquidation, dissolution, reconstitution or winding-up of the Company;
(ix) any decision regarding Mergers, spin-offs or other corporate reorganizations; and
(x) any amendment to the Bylaws of the Company (except for moving the registered office of the Company within the same municipality). In the event that any of the matters listed above is to be approved in relation to any member of the Group other than the Company, such matter shall be decided by the Board.
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Act, except as contemplated under this Agreement or the Share Subscription Agreement, the Company shall not take, approve, authorize or agree or commit to do any of the following actions without the affirmative consent or approval by the holders of at least fifty percent (50%) of all Series A Preference Shares; provided that written consent from the individuals designated by any Shareholder to serve on the Board, with any such individual acting in his or her capacity as a representative of such Shareholder, and not in his or her capacity as a Director of the Company, shall be deemed to constitute consent of such Shareholder:
(a) issue any Equity Securities of the Company at a price per share lower than the Series A Purchase Price (as defined in the Articles);
(b) any merger, division (for the avoidance of doubt, any spin-off of any Subsidiaries of the Company which does not account for more than fifty percent (50%) of the total assets and business of the Group Companies (taken as a whole) shall not be deemed as a division) or dissolution of the Company; or
(c) any material change to the Principal Business engaged by the Group as a whole.
Shareholders Reserved Matters. (a) Notwithstanding anything to the contrary contained in this Agreement or the Constitution, (x) the Company shall ensure that and (y) each Shareholder agrees that no resolution of the Board or Shareholders shall be passed, and no action taken shall have any effect, in relation to any of the matters set out in Exhibit E hereto (the “Shareholders’ Reserved Matters”) without the prior approval of each Shareholder (i) whose Shareholder Group’s Shareholding Percentage represents at least twenty per cent (20%) of the then outstanding Class A Ordinary Shares at the relevant time and (ii) whose Shareholder Group is not a Non-Contributing Shareholder; provided, that:
(i) with respect to Shareholder Reserved Matters in relation to the Company, the obligations of the Shareholders shall be limited to using their commercially reasonable efforts, (including the exercise of their voting rights in the Company) so as to give effect to the foregoing; and
(ii) with respect to Shareholder Reserved Matters in relation to any of the Key Subsidiaries (whether or not wholly-owned), the obligations of the Shareholders shall be limited to using their commercially reasonable efforts (including the exercise of their voting rights in the Company, to the extent applicable) so as to give effect to the foregoing.
(b) For purposes of Section 7.4(a)(ii), using commercially reasonable efforts shall include ensuring that the Key Subsidiaries (whether or not wholly-owned) design, implement and maintain internal control and other procedures consistent with the Safe Harbour Rules (but, for the avoidance of doubt, exclude ensuring that the Safe Harbour Rules shall be complied with, save as otherwise expressly provided in the Safe Harbour Rules).
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Act, except as contemplated under this Agreement, the Share Subscription Agreements, the Contribution Agreement or the Business Cooperation Agreement, the Company and the Parties shall ensure that no Group Company shall, without the affirmative written consent or approval by each of Tencent, JD, and Bitauto (for so long as (1) such Shareholder and its Affiliates hold in the aggregate at least 10% of the Shares on a fully diluted basis or (2) such Shareholder and its Affiliates hold in the aggregate less than 10% of the Shares on a fully diluted basis but neither such Shareholder nor its Affiliates Transferred any Shares held by such Shareholder on the date of this Agreement to any Person who is not an Affiliate of such Shareholder), take, permit to occur, approve, authorize or agree or commit to do any of the following actions, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation or otherwise; provided that written consent from the individuals designated by any Shareholder to serve on the Board, with any such individual acting in his or her capacity as a representative of such Shareholder, and not in his or her capacity as a Director of the Company, shall be deemed to constitute consent of such Shareholder:
(a) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any Preference Shares;
(b) any action that authorizes, creates, issues, increases or decreases the authorized number of (including through altering, reorganizing, reclassifying or otherwise recapitalizing any existing Equity Securities) any Equity Securities except for: (i) Ordinary Shares issuable upon conversion of Preference Shares or (ii) Ordinary Shares or other securities issued under the ESOP(s) with the approval of the Board;
(c) any purchase, repurchase, redemption or retirement of any Equity Securities, other than repurchases pursuant to share restriction agreements approved by the Board upon termination of a Director, employee or consultant or any redemption of any Preference Shares in accordance with their terms, which terms shall have been approved by each of Tencent, JD, and Bitauto (for so long as (1) such Shareholder and its Affiliates hold in the aggregate at least 10% of the Shares on a fully diluted basis or (2) such...
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Companies Law (2020 Revision) of the Cayman Islands or as the same may be revised from time to time, and without prejudice to the statutory powers of the Shareholders, in addition to such other limitations as may be provided in the Memorandum and Articles, any of the following acts of the Company or any other Group Company expressly specified hereunder (whether in a single transaction or a series of related transactions, and whether directly or indirectly, or by amendment, merger, consolidation, or otherwise) shall require the approval of (i) the Requisite Series F Investors so long as any Series F Share remains issued and outstanding, (ii) the Requisite Series E Investors so long as any Series E Share remains issued and outstanding, (iii) the Requisite Series D Investors so long as any Series D Share remains issued and outstanding, (iv) the Requisite Series C Investors so long as any Series C Share remains issued and outstanding, (v) the Requisite Series B+ Investors so long as any Series B+ Share remains issued and outstanding, and (vi) the holders of at least two thirds (2/3) of the then issued and outstanding Series B Shares (voting as a separate class and on an as-converted basis) so long as any Series B Share remains issued and outstanding, and (vii) the holders of a majority of the then issued and outstanding Ordinary Shares (voting as a separate class, and for the avoidance of doubt, including the approval of the Founder, for so long as he continues to hold, directly and indirectly, an amount of the Ordinary Shares that is no less than seventy-five (75%) of the aggregate amount of the Ordinary Shares held directly or indirectly by him as of the Closing Date) so long as any Ordinary Share remains issued and outstanding:
(i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Class B Shares, the Series C Shares, the Series D Shares, the Series E Shares or the Series F Shares; provided, that any such amendment or change that disproportionately and adversely affects a holder of the foregoing shares shall require the consent of such holder;
(ii) any action that reclassifies any outstanding shares into shares having preferences or priority senior to or on a parity with the preference of the Class B Shares, the Series C Shares, the Series D Shares, the Series E Shares or the Series F Shares, whether as to liquidation, convers...
Shareholders Reserved Matters.
8.1.1 From the date of this Agreement, subject to Clauses 8.3, 8.4, 8.5, 12.2 and 24.3 and applicable Laws, each of APG, WOP and WOP SPV shall procure that no action is taken or resolution passed by any Group Company, and the Company shall not take any action and shall procure that no Group Company (other than the Company) shall take any action, in respect of any Shareholders Reserved Matter, without either:
(a) votes representing all issued Shares having first been cast in favour of a resolution to approve such matter at a properly quorate meeting of the Shareholders or the prior written approval of all Shareholders; or
(b) if the matter in question does not require the approval of the Shareholders under applicable Law, the prior written approval of each of APG and WOP SPV.
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Companies Law, the Company and the Parties shall ensure that the Company will not take any action (including any action by the Board or any committee thereof) with respect to any of the following matters of the Company and any other Group Company, directly or indirectly, whether by amendment, merger, amalgamation, consolidation or otherwise, without approval or written consent from the Requisite Holders (as defined below):
(a) liquidation, dissolution, winding up, filing for bankruptcy by any Group Company, or effecting a transaction constituting a Deemed Liquidation Event, or recapitalization or reorganization of any Group Company other than any recapitalization in connection with the Conversion that complies with the terms and conditions set forth in this Agreement;
(b) amendment (including by way of merger, consolidation or other reorganization), alteration or repeal of any provision of the Memorandum and Articles (or other Charter Documents) of any Group Company (including, but not limited to, increasing or decreasing the authorized number of members of the Board or establishing any committee of the Board) other than any amendment, alteration or repeal of any provisions of Memorandum and Articles (or other Charter Documents) of the Company in connection with the consummation of the Qualified IPO;
(c) creation or authorization of the creation or issuance of any equity or equity-linked security, including, but not limited to, a security that is convertible into or exercisable for any equity security, or increase of the authorized number of Ordinary Shares or any securities convertible into Ordinary Shares, other than any issuance (i) pursuant to the ESOP, (ii) upon conversion of Class B Ordinary Shares or Preferred Shares in accordance with the Memorandum and Articles, (iii) in connection with the RSU Award Agreements or otherwise pursuant to Section 2.08, (iv) in connection with the Conversion that complies with the terms and conditions set forth in this Agreement, (v) pursuant to Section 3.14, (vi) in connection with a strategic acquisition of or investment in other entities approved by the Board (which shall include the affirmative vote of Xx. Xxxxx Xxx, Alibaba Director and the Sequoia Director, if applicable) with an acquisition or investment amount valued at no more than US$2,500,000 and (vii) in a Qualified IPO;
(d) any amendment or change of the rights, preferences, privileges or powers of, or...
Shareholders Reserved Matters. 5.2.1 The Pa rties shall procure tha t no res olution or decision i n respect of a ny Shareholders’ Reserved Matters shall be tak en unless the same is approved by, at le ast, 75% of the v otes of the s hareholders of the C ompany present an d voting at such meeting.
5.2.2 There shall be a quorum at a ny meeting of the Shareholders, which is intended to consider any of th e Sh areholders’ Reserved Matters, if , at le ast, 75 % of th e registered shareholders of the Company are present at the meeting.
5.2.3 If the quorum referred to in Clause 5.2.2 is not met at the time of the meeting of the s hareholder a s or iginally s cheduled, the meeting shall be adjourned to th e same day, in th e follo wing week, at the s ame time a nd place (th e “ Adjourned Meeting”). If the quorum referred to in Clause 5.2.2 is not met at the time of th e Adjourned Meeting, a ny 2 s hareholders of th e C ompany present or a shareholder of t he C ompany holding m ore t han 50% of the issued ordinary Shares shall for m the q uorum. There shall x x x x need fo r xxxxx xx notice in respect of the Adjourned Meeting.
