Common use of Target Ordinary Shares Clause in Contracts

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, except as disclosed to the Sponsors prior to the execution of this Agreement, the Chairman Parties represent that (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 MediaTIFL, Target Sales, Top Notch SMI 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, except as disclosed to FountainVest prior to the execution 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 MediaTIFL, Target Sales, Top Notch SMI 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.