Series A-1 Preferred Warrants means the warrants for the purchase of up to 36,000,000 shares of Series A-1 Preferred Shares issued to certain of the Investors on June 28, 2004 and October 16, 2004
Series A-1 Preferred Warrants means the warrants for the purchase of up to 36,000,000 shares of Series A-1 Preferred Shares issued to certain of the Investors on June 28, 2004 and October 18, 2004. “Series B Preferred Shares” shall mean the Company’s Series B Preferred Shares, U.S. $0.0001 par value per share. “Series C Preferred Shares” shall mean the Company’s Series C Preferred Shares, U.S. $0.0001 par value per share. “Subsidiary” shall mean, with respect to any subject entity (the “subject entity”), (i) any company, partnership or other entity (x) more than 50% of whose shares or other interests entitled to vote in the election of directors or (y) more than 50% interest in whose profits or capital are owned or controlled directly or indirectly by the subject entity or through one or more Subsidiaries of the subject entity, (ii) any entity whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with US GAAP, or (iii) any entity in respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another Subsidiary. Notwithstanding the above, for the purpose of the Transaction Agreements, as applied to the Company, the term “Subsidiary” shall not include Hualu BVI, Haihui Dalian, Japan JV or Dalian Haihui Software Training Center, and each of their respective Subsidiaries, if any. “Transaction Agreements” shall mean this Agreement, the Series C Share Purchase Agreement, and the ROFR Agreement, each as amended from time to time. “US GAAP” shall mean accounting principles generally accepted in the United States of America, as in effect from time to time.
Series A-1 Preferred Warrants means the warrants for the purchase of up to 36,000,000 Series A-1 Preferred Shares issued to certain of the Series A Investors on June 28, 2004 and October 18, 2004 “Series B Investors” shall mean, collectively, Granite, Granite QP, Granite II, GGV II, JAFCO, Intel, IFC, Sumitomo, Mitsubishi, DFJLP, DFJ GmbH, and DFJ Partners, in their capacities as parties to the Series B Purchase Agreement. “Series B Preferred Shares” shall mean the Company’s Series B Preferred Shares, U S $0 0001 par value per share “Series C Preferred Shares” shall mean the Company’s Series C Preferred Shares, U S $0 0001 par value per share “Shares” shall mean all Preferred Shares and all Common Shares and any other Issued and outstanding shares of any class or series of the Company now owned or subsequently acquired by any shareholder “Trade Sale” shall have the meaning set forth in Section 4. “Transaction Agreements” shall mean this Agreement, the Series C Purchase Agreement and the Investors’ Rights Agreement “Transfer Shares” shall mean Restricted Seller Transfer Shares and/or Preferred Transfer Shares as the context requires. “Transferring Party” shall have the meaning set forth in Section 5.1 “Warrant Securities” shall mean the Series A-1 Preferred Warrants and the Warrant Shares. “Warrant Shares” shall mean the Series A-1 Preferred Shares assumable or issued upon exercise of the Series A-1 Preferred Warrants Any capitalized terms used but not otherwise defined in this Agreement shall have the meanings given them in the Series C Purchase Agreement.