Tencent Director definition
Examples of Tencent Director in a sentence
The provisions under this Section 1 shall terminate and be of no further force or effect upon consummation of a Qualified Initial Public Offering, provided that, to the extent permitted by the applicable laws and listing rules, provisions under this Section 1 shall not terminate and shall be of full force and effect with respect to Tencent and the Tencent Director after consummation of a Qualified Initial Public Offering.
Tencent Director shall be entitled to participate each Committee as a member of it.
The Tencent Director shall be entitled to and shall have the same rights, capacities, entitlements, compensation, if any, indemnification and insurance in connection with his or her role as a director as other members of the Board.
For so long as Tencent has the right to designate a Tencent Director or a Tencent Observer and JD to designate a JD Observer, the Company shall not amend its Memorandum and Articles in any manner (or take any similar action), and the Founder Parties agree not to take any action, that would adversely affect in any material respect the Investors’ rights under this Article II or the Company’s ability to comply with its obligations under this Article II.
Each of the Company and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Director.
In addition, the Tencent Director shall be entitled to coverage and shall be insured under the Company’s directors’ and officers’ liability insurance effective upon his or her appointment to the Board, with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board.
All meetings of the Board shall require a quorum of at least three (3) incumbent Directors, including one Tencent Director, the JD Director and one Bitauto Director.
The Company shall, upon the appointment of the Tencent Director, enter into an indemnification agreement in the same form as applicable to other members of the Board with the Tencent Director.
The Tencent Director, the Tencent Observer (as defined below) and JD Observer shall also be entitled to reimbursement and shall be reimbursed for all documented, out-of-pocket expenses properly incurred in connection with the performance of his or her services as a director or observer of the Company, including without limitation out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as other members of the Board.
This Article 97A shall terminate and be of no further force or effect upon consummation of a Qualified Initial Public Offering, provided that, to the extent permitted by the applicable laws and listing rules, this Article 97A shall not terminate and shall be of full force and effect with respect to Tencent and the Tencent Director after consummation of a Qualified Initial Public Offering.