Shareholders Reserved Matters. The parties hereto agree that notwithstanding any other provisions herein contained the Board of Directors of the Company shall not enter into or effect or pass any resolution in respect of any of the following matters unless such resolution obtains the majority vote of not less than seventy-five per centum of the Shareholders at a general meeting or by circular resolution:-
Shareholders Reserved Matters. The general shareholders’ meeting shall resolve on any matters necessarily reserved to it, from time to time, under the Bylaws, the Shareholders’ Meeting Regulations or the applicable Spanish corporate laws. The general shareholders’ meeting shall approve its resolutions by majority, unless otherwise established under this Agreement, the Bylaws, the Shareholders’ Meeting Regulations or the applicable Spanish corporate laws. In particular, the following matters (the “Shareholders Reserved Matters”) shall always require the approval by the majority of the votes corresponding to the share capital of the Company, unless for those Shareholder Reserved Matters in respect of which a more restrictive majority is required pursuant to this Agreement or binding provisions of applicable Spanish corporate law:
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Act, except as contemplated under this Agreement or the Share Subscription Agreement, the Company shall not take, approve, authorize or agree or commit to do any of the following actions without the affirmative consent or approval by the holders of at least fifty percent (50%) of all Series A Preference Shares; provided that written consent from the individuals designated by any Shareholder to serve on the Board, with any such individual acting in his or her capacity as a representative of such Shareholder, and not in his or her capacity as a Director of the Company, shall be deemed to constitute consent of such Shareholder:
Shareholders Reserved Matters. (a) Notwithstanding anything to the contrary contained in this Agreement or the Constitution, (x) the Company shall ensure that and (y) each Shareholder agrees that no resolution of the Board or Shareholders shall be passed, and no action taken shall have any effect, in relation to any of the matters set out in Exhibit E hereto (the “Shareholders’ Reserved Matters”) without the prior approval of each Shareholder (i) whose Shareholder Group’s Shareholding Percentage represents at least twenty per cent (20%) of the then outstanding Class A Ordinary Shares at the relevant time and (ii) whose Shareholder Group is not a Non-Contributing Shareholder; provided, that:
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Act, except as contemplated under this Agreement and the Share Subscription Agreement, the Company and the Parties shall ensure that no Group Company shall, without the affirmative written consent or approval by each of Tencent, JD, and Bitauto (for so long as (1) such Shareholder and its Affiliates hold in the aggregate at least 10% of the Shares on a fully diluted basis or (2) such Shareholder and its Affiliates hold in the aggregate less than 10% of the Shares on a fully diluted basis but neither such Shareholder nor its Affiliates Transferred any Shares held by such Shareholder on the date of this Agreement to any Person who is not an Affiliate of such Shareholder), take, permit to occur, approve, authorize or agree or commit to do any of the following actions, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation or otherwise; provided, that written consent from the individuals designated by any Shareholder to serve on the Board, with any such individual acting in his or her capacity as a representative of such Shareholder, and not in his or her capacity as a Director of the Company, shall be deemed to constitute consent of such Shareholder:
Shareholders Reserved Matters. The Shareholders Reserved Matters are:
Shareholders Reserved Matters. Notwithstanding any provision contained herein or elsewhere to the contrary, the Company shall not, and the Founder Parties and CyberLink shall procure each Group Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following actions, whether in a single transaction or in a series of related transactions, whether directly or indirectly, and whether by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, without (in addition to any other vote required by law or the Restated Articles, in particular Article 4(b) of the Restated Articles) the written consent or affirmative vote of the holders of the majority of the then outstanding Preferred Shares, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class; provided that (i) for each of the matters described in Sections 6.2(d), (e) and (f), the written consent or affirmative vote of the Series C Majority and Series B Majority, voting as a separate class, shall also be required, (ii) for each of the matters described in Sections 6.2(b) and (i), the written consent or affirmative vote of the Series C Majority, voting as a single class, shall also be required, and (iii) for matter described in Section 6.2(c), the written consent or affirmative vote of the Series B Majority, voting as a single class, shall also be required:
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Act, except as contemplated under this Agreement and the Share Subscription Agreement, the Company and the Parties shall ensure that no Group Company shall, without the affirmative written consent or approval by Tencent (for so long as (1) Tencent and its Affiliates hold in the aggregate at least 10% of the Shares on a fully diluted basis or (2) Tencent and its Affiliates hold in the aggregate less than 10% of the Shares on a fully diluted basis but neither Tencent nor its Affiliates Transferred any Shares held by Tencent on the date of this Agreement to any Person who is not an Affiliate of Tencent) and JD (for so long as (1) JD and its Affiliates hold in the aggregate at least 10% of the Shares on a fully diluted basis or (2) JD and its Affiliates hold in the aggregate less than 10% of the Shares on a fully diluted basis but neither JD nor its Affiliates Transferred any Shares held by JD on the date of this Agreement to any Person who is not an Affiliate of JD), take, permit to occur, approve, authorize or agree or commit to do any of the following actions, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation or otherwise; provided, that written consent from the individuals designated by any Shareholder to serve on the Board, with any such individual acting in his or her capacity as a representative of such Shareholder, and not in his or her capacity as a Director of the Company, shall be deemed to constitute consent of such Shareholder:
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Companies Law (2020 Revision) of the Cayman Islands or as the same may be revised from time to time, and without prejudice to the statutory powers of the Shareholders, in addition to such other limitations as may be provided in the Memorandum and Articles, any of the following acts of the Company or any other Group Company expressly specified hereunder (whether in a single transaction or a series of related transactions, and whether directly or indirectly, or by amendment, merger, consolidation, or otherwise) shall require the approval of (i) the Requisite Series F Investors so long as any Series F Share remains issued and outstanding, (ii) the Requisite Series E Investors so long as any Series E Share remains issued and outstanding, (iii) the Requisite Series D Investors so long as any Series D Share remains issued and outstanding, (iv) the Requisite Series C Investors so long as any Series C Share remains issued and outstanding, (v) the Requisite Series B+ Investors so long as any Series B+ Share remains issued and outstanding, and (vi) the holders of at least two thirds (2/3) of the then issued and outstanding Series B Shares (voting as a separate class and on an as-converted basis) so long as any Series B Share remains issued and outstanding, and (vii) the holders of a majority of the then issued and outstanding Ordinary Shares (voting as a separate class, and for the avoidance of doubt, including the approval of the Founder, for so long as he continues to hold, directly and indirectly, an amount of the Ordinary Shares that is no less than seventy-five (75%) of the aggregate amount of the Ordinary Shares held directly or indirectly by him as of the Closing Date) so long as any Ordinary Share remains issued and outstanding:
Shareholders Reserved Matters. Subject to any additional requirements imposed by the Companies Law, the Company and the Parties shall ensure that the Company will not take any action (including any action by the Board or any committee thereof) with respect to any of the following matters of the Company and any other Group Company, directly or indirectly, whether by amendment, merger, amalgamation, consolidation or otherwise, without approval or written consent from the Requisite Holders (as defined below):
