Common use of Acts of the Group Companies Requiring Board Approval Clause in Contracts

Acts of the Group Companies Requiring Board Approval. Subject to the provisions of Cayman Islands Law, regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and no Party shall permit any Group Company to, and the shareholders of the Company shall not permit the Company to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, 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, unless approved by the Board (which approval includes the approval of the Requisite Preferred Directors): (a) any action that authorizes, creates or issues (A) any class or series of Equity Securities except for the grant and issuance under ESOP or any other equity incentive, purchase or participation plan for the benefit of any employees, officers, directors, contractors, advisors or consultants of any of the Group Companies, or (B) any other Equity Securities of any Group Company (other than the Company) except for the Conversion Shares; (b) any increase or decrease in the authorized number of Preferred Shares, Class A Ordinary Shares or Class B Ordinary Shares or any series thereof (except pursuant to any conversion of such Preferred Shares in accordance with Article 8.3 (Conversion Right) of the Memorandum and Articles); (c) any issuance of Equity Securities by a Subsidiary or an Affiliate of any Group Company; (d) the merger, amalgamation or consolidation of the Company or any Group Company with any Person, the reorganization, restructuring or arrangement of any Group Company and relief of debtors; (e) the purchase or other acquisition by any Group Company (whether individually or in combination with the Company or any other Group Company) of all or substantially all of the assets, equity or business of another Person, each in excess of US$15,000,000 in aggregate in a fiscal year; (f) any Deemed Liquidation Event or any Share Sale; (g) any sale, transfer, lease, or other disposal of, or the incurrence of any Lien on, all or substantial all assets of any Group Company, which is a Deemed Liquidation Event as defined in the Memorandum and Articles; (h) any initial public offering of any Equity Securities of any Group Company; determination of the listing venue, timing, valuation and other terms of the initial public offering; (i) any sale, transfer, grant of an exclusive license, or other disposal of, or the incurrence of any Lien on, the material intellectual property of any Group Company that are outside the ordinary course of business; (j) making any capital commitment or expenditure in excess of US$15,000,000 in aggregate in a fiscal year; (k) providing any loans or any guarantee (excluding the guarantee of Indebtedness as provided under subsection (p) below) for the benefit of any Person (except for any Group Company, or Subsidiary or Affiliate of the Group Company) in any form in excess of RMB7,500,000 in aggregate in a fiscal year; (l) any material change to the principal business of any Group Company; (m) entering into any joint venture or material alliance with any Person, in excess of US$15,000,000 in aggregate in a fiscal year; (n) any transaction (including but not limited to the termination, extension, continuation after expiry, renewal, amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) between a Group Company and any Related Party thereof which is outside the ordinary course of business or not on a fair and arm’s length basis, including, to avoid any doubt, without limitation, (i) any sale, transfer, lease, or other disposal of the assets (including the intellectual properties) of any Group Company to any Related Party and (ii) the compensation (in cash or equity) of or any loans to the Principals, officers and directors of the Group Companies outside the ordinary course of business, other than those among the Group Companies; (o) the appointment or removal of the Auditor or the auditors for any other Group Company, or any material change in accounting policies and procedures, or the change of the term of the fiscal year for any Group Company; (p) incurrence by a Group Company of any Indebtedness or guarantees of Indebtedness in excess of US$15,000,000 in aggregate in a fiscal year; (q) any adoption of or change to, a significant tax or accounting practice or policy or any internal financial controls and authorization policies, or the making of any significant tax or accounting election; (r) any proposed amendment of the Budget and Business Plan that would (i) increase the Company’s budgeted net losses in the relevant financial year by one hundred percent (100%) or more, or (ii) reduce the Company’s budgeted revenue in the relevant financial year by fifty percent (50%) or more; (s) any investment in, establishment of, or divestiture or sale or pledge or mortgage by any Group Company of an interest in a Subsidiary or an Affiliate, each in excess of US$15,000,000 in aggregate in a fiscal year; (t) any other actions or transactions out of the ordinary course of business of such Group Company; or (u) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respect to any of the actions listed above.

Acts of the Group Companies Requiring Board Approval. Subject to the provisions of Cayman Islands Law, regardless of anything else contained herein or in the Charter Documents charter documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, and no Party shall permit any Group Company to, and the shareholders of the Company shall not permit the Company to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, 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, unless approved by the a majority of the Board (which for subsection 5.2 (b), 5.2(d), 5.2(e) and 5.2(f) below, such board approval includes shall include the approval of affirmative vote by the Requisite Preferred Directors):Series A Investor Director). (a) any action that authorizes, creates or issues (Ai) any class or series of Equity Securities equity interests except for the grant and issuance under ESOP or any other equity incentive, purchase or participation plan for the benefit of any employees, officers, directors, contractors, advisors or consultants of any of the Group Companies, or (Bii) any other Equity Securities equity interests of any Group Company (other than the Company) except for the Conversion Shares; (b) any increase or decrease in the authorized number of Preferred Shares, Class A Ordinary Shares or Class B Ordinary Shares or and any series thereof (except pursuant to any conversion issuance of such Preferred Shares in accordance with Article 8.3 (Conversion Right) of the Memorandum and Articles)New Securities; (c) any issuance of Equity Securities equity interests by a Subsidiary subsidiary or an Affiliate of any Group Company; (d) the merger, amalgamation or consolidation of the Company or any Group Company with any Person, the reorganization, restructuring or arrangement of any Group Company and relief of debtors; (e) , or the purchase or other acquisition by any Group Company (whether individually or in combination with the Company or any other Group Company) of all or substantially all of the assets, equity or business of another Person, each in excess of US$15,000,000 10,000,000 in aggregate in a fiscal year; (fe) any Deemed Liquidation Event or any Share SaleEvent; (gf) any sale, transfer, lease, or other disposal of, or the incurrence of any Lien lien on, all or any substantial all assets of any Group Company, which is a Deemed Liquidation Event as defined in the Memorandum and Articles;Event; and (hg) any initial public offering of any Equity Securities equity interests of any Group Company; determination of the listing venue, timing, valuation and other terms of the initial public offering; (i) any sale, transfer, grant of an exclusive license, or other disposal of, or the incurrence of any Lien on, the material intellectual property of any Group Company that are outside the ordinary course of business; (j) making any capital commitment or expenditure in excess of US$15,000,000 in aggregate in a fiscal year; (k) providing any loans or any guarantee (excluding the guarantee of Indebtedness as provided under subsection (p) below) for the benefit of any Person (except for any Group Company, or Subsidiary or Affiliate of the Group Company) in any form in excess of RMB7,500,000 in aggregate in a fiscal year; (l) any material change to the principal business of any Group Company; (m) entering into any joint venture or material alliance with any Person, in excess of US$15,000,000 in aggregate in a fiscal year; (n) any transaction (including but not limited to the termination, extension, continuation after expiry, renewal, amendment, variation or waiver of any term under agreement with respect to any transaction or series of transactions) between a Group Company and any Related Party thereof which is outside the ordinary course of business or not on a fair and arm’s length basis, including, to avoid any doubt, without limitation, (i) any sale, transfer, lease, or other disposal of the assets (including the intellectual properties) of any Group Company to any Related Party and (ii) the compensation (in cash or equity) of or any loans to the Principals, officers and directors of the Group Companies outside the ordinary course of business, other than those among the Group Companies; (o) the appointment or removal of the Auditor or the auditors for any other Group Company, or any material change in accounting policies and procedures, or the change of the term of the fiscal year for any Group Company; (p) incurrence by a Group Company of any Indebtedness or guarantees of Indebtedness in excess of US$15,000,000 in aggregate in a fiscal year; (q) any adoption of or change to, a significant tax or accounting practice or policy or any internal financial controls and authorization policies, or the making of any significant tax or accounting election; (r) any proposed amendment of the Budget and Business Plan that would (i) increase the Company’s budgeted net losses in the relevant financial year by one hundred percent (100%) or more, or (ii) reduce the Company’s budgeted revenue in the relevant financial year by fifty percent (50%) or more; (s) any investment in, establishment of, or divestiture or sale or pledge or mortgage by any Group Company of an interest in a Subsidiary or an Affiliate, each in excess of US$15,000,000 in aggregate in a fiscal year; (t) any other actions or transactions out of the ordinary course of business of such Group Company; or (u) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respect to any of the actions listed above.