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.
Appears in 2 contracts
Samples: Consortium Agreement (Qi Guosheng), Consortium Agreement (Cheung Siu Fai)
Target Ordinary Shares. (a) As of the date of this Agreement, (ai) each Party holds (iA) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to their its names on Schedule B C hereto (specifying the number held as ordinary shares and in the form of ADSs), and (iiB) the other Securities of Target set forth under the heading “Other Securities” next to their names on Schedule B C hereto, in each case free and clear of any encumbrances or restrictions; and (bii) 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; Party and (ciii) such Party does not own, directly or indirectly, any Target Ordinary Shares or other Securities other than as set forth on Schedule B C 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.
Appears in 1 contract
Samples: Consortium Agreement (Shi Yuzhu)
Target Ordinary Shares. (a) As of the date of this Agreement, (ai) each Party holds (iA) of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” next to their its names on Schedule B C hereto (specifying the number held as ordinary shares and in the form of ADSs), and (iiB) the other Securities of Target set forth under the heading “Other Securities” next to their names on Schedule B C hereto, in each case free and clear of any encumbrances or restrictions; and (bii) 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; Party and (ciii) such Party does not own, directly or indirectly, any Target Ordinary Shares or other Securities other than as set forth on Schedule B C 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.
Appears in 1 contract
Samples: Consortium Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.)