Common use of Target Ordinary Shares Clause in Contracts

Target Ordinary Shares. Each Partyrepresents and warrants that (i) as of the date of this Agreement, suchPartyand its Affiliateshold 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” corresponding to their names on Schedule A, (ii) as of the date of this Agreement, such Partyand its Affiliates hold (free and clear of any encumbrances or restrictions) the other Securities of Target set forth under the heading “Other Securities” corresponding to its names on Schedule A, (iii) such Partyor its Affiliates, as applicable, has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by it, and (iv) as of the date of this Agreement, such Partyor its Affiliates, as applicable, (A) owns the additional Securities of Target set forth under the heading “Additional Securities Beneficially Owned” corresponding to their names on Schedule A, and (B) 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 their names. For purposes of this Section 9.02(b), “owns” means any Partyor any of its Affiliates, as the case may be, (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. Each Partyrepresents and warrants that (i) as As of the date of this Agreement, suchPartyand its Affiliateshold (a) the Consortium Members hold (i) 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 RecordTarget Ordinary Shares” corresponding next to their names on Schedule AC hereto, (ii) as the number of ADSs set forth under the date heading “ADSs” next to their names on Schedule C hereto, and (iii) the number of this Agreementoutstanding 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, such Partyand its Affiliates hold (in each case free and clear of any encumbrances or restrictions; (b) the other Securities of Target set forth under the heading “Other Securities” corresponding to its names on Schedule A, (iii) such Partyor its AffiliatesChairwoman, as applicablethe director of Valuetrue Investments, has the sole right to control the voting and disposition of the Target Ordinary Shares Shares, ADSs and any other Target Securities of Target held by itValuetrue 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 (ivd) as none of the date of this AgreementConsortium Members or their respective Affiliates owns, such Partyor its Affiliates, as applicable, (A) owns the additional Securities of Target set forth under the heading “Additional Securities Beneficially Owned” corresponding to their names on Schedule A, and (B) does not directly or indirectly own indirectly, any Target Ordinary Shares Shares, ADSs or other Securities of TargetTarget Securities, other than the Securities as set forth on Schedule A corresponding to their namesC hereto. For purposes of this Section 9.02(b8.2(d), “owns” means any Partyor any of its Affiliates, as the case may be, 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. Each Partyrepresents and warrants that (i) as As of the date of this Agreement, suchPartyand its Affiliateshold (a) the Consortium Members hold (i) 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 RecordTarget Ordinary Shares” corresponding next to their names on Schedule AB hereto, (ii) as the number of ADSs set forth under the date heading “ADSs” next to their names on Schedule B hereto, and (iii) the number of this Agreementoutstanding Target Securities (other than Target Ordinary Shares and ADSs) set forth under the heading “Other Target Securities” next to their names on Schedule B hereto, such Partyand its Affiliates hold (in each case free and clear of any encumbrances or restrictions; (b) the other Securities of Target set forth under the heading “Other Securities” corresponding to its names on Schedule A, (iii) such Partyor its AffiliatesChairwoman, as applicablethe director of Valuetrue Investments, has the sole right to control the voting and disposition of the Target Ordinary Shares Shares, ADSs and any other Target Securities of Target held by itValuetrue 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 (ivd) as none of the date of this AgreementConsortium Members or their respective Affiliates owns, such Partyor its Affiliates, as applicable, (A) owns the additional Securities of Target set forth under the heading “Additional Securities Beneficially Owned” corresponding to their names on Schedule A, and (B) does not directly or indirectly own indirectly, any Target Ordinary Shares Shares, ADSs or other Securities of TargetTarget Securities, other than the Securities as set forth on Schedule A corresponding to their namesB hereto. For purposes of this Section 9.02(b8.2(d), “owns” means any Partyor any of its Affiliates, as the case may be, 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. Each Partyrepresents (a) The Founder Parties represent and warrants warrant, jointly and severally, that (i) as of the date of this Agreement, suchPartyand its Affiliateshold the Founder Parties 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 RecordTarget Ordinary Shares” corresponding to their names on Schedule A, (ii) as of the date of this Agreement, such Partyand its Affiliates the Founder Parties hold (free and clear of any encumbrances or restrictions) the other Securities of Target set forth under the heading “Other Securities” corresponding to its their names on Schedule A, (iii) such Partyor its Affiliates, as applicable, 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 itthe Founder Parties, and (iv) as of the date of this Agreement, such Partyor its Affiliates, as applicable, the Founder Parties (A) owns own the additional Securities of Target set forth under the heading “Additional Securities Beneficially Owned” corresponding to their names on Schedule A, and (B) does do 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 their names. For purposes of this Section 9.02(b9.02(a), “owns” means any Partyor any of its AffiliatesFounder Party, as the case may be, (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. Each Partyrepresents 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, suchPartyand its Affiliateshold 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 “Shares Held of RecordTarget Ordinary Shares” corresponding to their names his name on Schedule A, (ii) as of the date of this Agreement, such Partyand its Affiliates hold Party holds (free and clear of any encumbrances or restrictions) the other Securities of Target set forth under the heading “Other Securities” corresponding to its names his name on Schedule A, and (iii) such Partyor its Affiliates, as applicable, Party has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by itsuch Party, and (iv) as of the date of this Agreement, such Partyor its Affiliates, as applicable, (A) owns the additional Securities of Target set forth under the heading “Additional Securities Beneficially Owned” corresponding to their names on Schedule A, and (B) 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 their nameshis name. For purposes of this Section 9.02(b)8.02, “owns” means any Partyor any of its Affiliates, as the case may be, 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.