Special Rights of Investors’ Shareholders Sample Clauses

Special Rights of Investors’ Shareholders. 6.1 Anti-dilution provisions ​ (1) The Parties agree that after the completion of the Transaction and prior to the IPO of the Company, the Company shall not, without the written consent of the majority of the investors, accept new investors to subscribe for additional equity or any contribution (hereinafter referred to as the “New Contribution”) linked to or convertible into equity of the Company at a pre-investment valuation of less than RMB550 million (hereinafter referred to as the “Lower Valuation”). (2) If at that time a majority of the investors agree in writing that the Company will raise new capital at a Lower Valuation and, in the case of a particular Investors’ Shareholder, the price per RMB of registered capital subscribed by such Investors’ Shareholder (as shown in Annex II) is higher than the price of the new capital (such Investors’ Shareholder, hereinafter referred to as the “Indemnified Investor”), the Company shall be required to adjust the price per RMB of registered capital subscribed by such Indemnified Investor in accordance with the Lower Valuation. The adjustment shall be made in the following manner. A directed capital increase or additional shares to be issued by the Company to the Indemnified Investor at a price of RMB 1 (if otherwise mandatorily required by law in relation to the minimum price for the transfer of equity); Which enables: The price per RMB of registered capital of the Company subscribed by such Indemnified Investor is equal to the price calculated by the following formula or otherwise compensated in a manner acceptable to such Indemnified Investor: the price per RMB of registered capital of the Company subscribed by such Indemnified Investor = CP1 × (A + B) / (A + C), where CP1 is the price per RMB of registered capital of the Company subscribed by the investor in this round, A is the registered capital of the Company prior to the Future Low Price B is the registered capital obtained by dividing the financing amount of the future low price financing by CP1, and C is the actual registered capital issued in the future low price financing. ​ (3) The Company is not required to compensate the Indemnified Investor for equity at a lower valuation if a) A merger of companies approved by the Board of Directors of the Company, an acquisition or an equity in a similar business used in lieu of cash payments; or b) Incentive equity is issued to employees in accordance with the equity incentive system approved by the Board of Di...
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Related to Special Rights of Investors’ Shareholders

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

  • Rights of a Stockholder Prior to the time a Restricted Share is fully vested hereunder, the Employee shall have no right to transfer, pledge, hypothecate or otherwise encumber such Restricted Share. During such period, the Employee shall have all other rights of a stockholder, including, but not limited to, the right to vote and to receive dividends (subject to Section 2(a) hereof) at the time paid on such Restricted Shares.

  • Rights of a Shareholder Employee shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Rights as Shareholders The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Rights of Shareholder Except as otherwise provided in this instrument, the Grantee shall have no rights as a shareholder of the Corporation in respect of the Restricted Units or Common Stock for which the Award is granted; and the Grantee shall not be considered or treated as a record owner of shares of Common Stock with respect to the Restricted Units until the Common Stock is issued to Grantee and no longer subject to any of the restrictions imposed under the Award indicated in this instrument, and Common Stock is actually issued and transferred to Grantee.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

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