Target Ordinary Shares. Each Party further represents and warrants (on behalf of such Party only) to the other Parties that, as of the date of this Agreement, (a) unless otherwise disclosed in Schedule A, such Party or its Affiliates hold (i) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to its or its Affiliate’s name on Schedule A hereto, and (ii) the other Securities set forth under the heading “Other Securities” next to its or its Affiliate’s name on Schedule A hereto, in each case free and clear of any encumbrances or restrictions other than those encumbrances or restrictions disclosed on Schedule A; (b) unless otherwise disclosed in Schedule A, such Party has the sole right to control the voting and disposition of the Target Ordinary Shares (if any) and any other Securities (if any) held by such Party or its Affiliates; and (c) such Party does not own, directly or indirectly, any Target Ordinary Shares or other Securities other than as set forth on Schedule A hereto. For purposes of this Section 9.02, “owns” means the relevant Party (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
Target Ordinary Shares. As of the date of this Agreement, (a) the Consortium Members hold (i) of record the number of Target Ordinary Shares set forth under the heading “Target Ordinary Shares” next to their names on Schedule C hereto, (ii) the number of ADSs set forth under the heading “ADSs” next to their names on Schedule C hereto, and (iii) the number of outstanding Target Securities (other than Target Ordinary Shares and ADSs) set forth under the heading “Other Target Securities” next to their names on Schedule C hereto, in each case free and clear of any encumbrances or restrictions; (b) the Chairwoman, as the director of Valuetrue Investments, has the sole right to control the voting and disposition of the Target Ordinary Shares, ADSs and any other Target Securities held by Valuetrue Investments; (c) the Founder, as the director of Grow Grand, has the sole right to control the voting and disposition of the Target Ordinary Shares, ADSs and any other Target Securities held by Grow Grand; and (d) none of the Consortium Members or their respective Affiliates owns, directly or indirectly, any Target Ordinary Shares, ADSs or other Target Securities, other than as set forth on Schedule C hereto. For purposes of Section 8.2(d), “owns” means a Consortium Member (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
Target Ordinary Shares. (A) As of the date of this Agreement, (a) the Chairman Parties hold (i) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to their names on Schedule B, and (ii) the other Securities of Target set forth under the heading “Other Securities” next to their names on Schedule B, in each case free and clear of any encumbrances or restrictions; and (b) none of the Chairman owns, directly or indirectly, any Target Ordinary Shares or other Securities of Target, other than the Securities set forth on Schedule B hereto. For purposes of this Section 8.2(A)(b), “owns” means the Chairman (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
Target Ordinary Shares. As of the date of this Agreement, (a) each Party holds (i) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to their names on Schedule B hereto (specifying the number held as ordinary shares and in the form of ADSs), and (ii) the other Securities of Target set forth under the heading “Other Securities” next to their names on Schedule B hereto, in each case free and clear of any encumbrances or restrictions; and (b) such Party has the sole right to control the voting and disposition of the Target Ordinary Shares (if any) and any other Securities (if any) held by such Party; and (c) such Party does not own, directly or indirectly, any Target Ordinary Shares or other Securities other than as set forth on Schedule B hereto. For purposes of this Section 8.2, “owns” means the relevant Party (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
Target Ordinary Shares. (a) As of the date of this Agreement, (i) each Founder Party holds of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” under its name on Schedule A, free and clear of any encumbrances or restrictions and (ii) none of the Sponsors nor any of their respective Affiliates beneficially own any of the issued and outstanding Target Ordinary Shares (and does not beneficially own any options, warrants or other rights which are exercisable or exchangeable for, or convertible into, Target Ordinary Shares), and (b) each of the Founder Parties has the joint right with one or more other Founder Parties to control the voting and disposition of the Target Ordinary Shares and any other Securities (if any) held by such Founder Party.
Target Ordinary Shares. As of the date of this Agreement, (a) the Chairman Parties hold (i) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to their names on Schedule B hereto, and (ii) the other Securities of Target set forth under the heading “Other Securities” next to their names on Schedule B hereto, in each case free and clear of any encumbrances or restrictions; (b) the Chairman, as the director of the Chairman Holding Companies has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by the Chairman Holding Companies; and (c) none of the Chairman Parties owns, directly or indirectly, any Target Ordinary Shares or other Securities of Target, other than the Securities set forth on Schedule B hereto. For purposes of this Section 8.2(c), “owns” means JJ Media, Target Sales, Top Notch or the Chairman (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
Target Ordinary Shares. As of the date of this Agreement, neither the Chairman Parties nor IDG owns, directly or indirectly, any Target Ordinary Shares or other Securities of Target other than the Securities as disclosed in the filings made by such Party or the Target with the United States Securities and Exchange Commission.
Target Ordinary Shares. (a) As of the date of this Agreement, the Founder Vehicle and the Existing Investor, respectively: (i) hold of record (free and clear of any encumbrances or restrictions) the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” under its name on Schedule A; (ii) holds (free and clear of any encumbrances or restrictions) the other Securities of Target set forth under the heading “Other Securities” under its name on Schedule A. The Founder has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by the Founder Vehicle. The Existing Investor has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by the Existing Investor.
Target Ordinary Shares. (a) As of the date of this Agreement, (i) the Founder Parties hold (A) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to their names on Schedule B hereto, and (B) the other Securities of Target set forth under the heading “Other Securities” next to their names on Schedule B hereto, in each case free and clear of any encumbrances or restrictions; and (ii) none of the Founder Parties owns, directly or indirectly, any Target Ordinary Shares or other Securities of Target, other than the Securities set forth on Schedule B hereto. For purposes of this Section 8.2(a)(ii), “
Target Ordinary Shares. Subject to the terms and conditions of any Target equity incentive plans (including any agreements entered into between the Senior Management Members and the Target in connection therewith) under which Target Ordinary Shares or other Securities of the Target were issued to or are held by the Senior Management Members, each of the Senior Management Members represents and warrants that (i) as of the date of this Agreement, such Party holds of record (free and clear of any encumbrances or restrictions) the number of outstanding Target Ordinary Shares set forth under the heading “Target Ordinary Shares” corresponding to his name on Schedule A, (ii) as of the date of this Agreement, such Party holds (free and clear of any encumbrances or restrictions) the other Securities of Target set forth under the heading “Other Securities” corresponding to his name on Schedule A, and (iii) such Party has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by such Party, and (iv) as of the date of this Agreement, such Party does not directly or indirectly own any Target Ordinary Shares or other Securities of Target, other than the Securities set forth on Schedule A corresponding to his name. For purposes of this Section 8.02, “owns” means the relevant Party (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
