Common use of Target Securities Clause in Contracts

Target Securities. As of the date of this Agreement, (a) the Consortium Members hold of record (i) the number of Target Ordinary Shares set forth under the heading “Target Ordinary Shares” next to their names on Schedule A hereto, (ii) the number of ADSs set forth under the heading “ADSs” next to their names on Schedule A 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 A hereto, in each case free and clear of any encumbrances or restrictions (other than restrictions on transfer pursuant to applicable laws); (b) each Consortium Member has the sole right to control the voting and disposition of the Target Ordinary Shares, ADSs and any other Target Securities held by (i) in the case of the Founders, the Founder Shareholder of such Founder, (ii) in the case of Xx. Xxxx, Vimicro Tianjin Corporation, (iii) in the case of Mr. Shengda Zan, any Affiliates of Mr. Shengda Zan that hold any Target Ordinary Shares, ADSs and any other Target Securities; and (c) 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 A hereto. For purposes of Section 8.2(c), “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 Securities. As of the date of this Agreement, (a) the Consortium Members hold of record (i) the number of Target Ordinary Shares set forth under the heading “Target Ordinary Shares” next to their names on Schedule A hereto, (ii) the number of ADSs set forth under the heading “ADSs” next to their names on Schedule A 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 A hereto, in each case free and clear of any encumbrances or restrictions (other than restrictions on transfer pursuant to applicable laws); (b) each Consortium Member has the sole right to control the voting and disposition of the Target Ordinary Shares, ADSs and any other Target Securities held by (i) in the case of the Founders, the Founder Shareholder of such Founder, (ii) in the case of XxMx. Xxxx, Vimicro Tianjin Corporation, (iii) in the case of Mr. Shengda Zan, any Affiliates of Mr. Shengda Zan that hold any Target Ordinary Shares, ADSs and any other Target Securities; and (c) 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 A hereto. For purposes of Section 8.2(c), “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 Securities. As of the date of this Agreement, (a) the Consortium Members Founder Parties hold of record (i) the number of Target Ordinary Shares set forth under the heading “Target Ordinary Shares” next to their names on Schedule A B hereto, (ii) the number of ADSs set forth under the heading “ADSs” next to their names on Schedule A B 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 A B hereto, in each case free and clear of any encumbrances or restrictions (other than restrictions on transfer pursuant to applicable laws); (b) the Founder, as the director of each Consortium Member of the Founder Shareholders, has the sole right to control the voting and disposition of the Target Ordinary Shares, ADSs and any other Target Securities held by (i) in the case each of the Founders, the Founder Shareholder of such Founder, (ii) in the case of Xx. Xxxx, Vimicro Tianjin Corporation, (iii) in the case of Mr. Shengda Zan, any Affiliates of Mr. Shengda Zan that hold any Target Ordinary Shares, ADSs and any other Target SecuritiesShareholders; and (c) 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 A B hereto. For purposes of Section 8.2(c), “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 Securities. As of the date of this Agreement, (a) the Consortium Members hold of record (i) the number of Target Ordinary Shares set forth under the heading “Target Ordinary Shares” next to their names on Schedule A hereto, (ii) the number of ADSs set forth under the heading “ADSs” next to their names on Schedule A 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 A hereto, in each case free and clear of any encumbrances or restrictions (other than restrictions on transfer pursuant to applicable laws); (b) each Consortium Member has the sole right to control the voting and disposition of the Target Ordinary Shares, ADSs and any other Target Securities held by (i) in the case of the Founders, the Founder Shareholder of such Founder, Founder and (ii) in the case of Xx. Xxxx, Vimicro Tianjin Corporation, (iii) in the case of Mr. Shengda Zan, any one or more Affiliates of Mr. Shengda Zan that hold any Target Ordinary Shares, ADSs and any other Target SecuritiesZan; and (c) 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 A hereto. For purposes of Section 8.2(c), “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.