Common use of Consent Right Clause in Contracts

Consent Right. If any Shareholder proposes to Transfer any Equity Securities of the Company (the “Transferring Shareholder”), it shall obtain the consent of the applicable Consent Shareholder in accordance with the following provisions: (i) if any of Sohu Search, Photon, any Member of Sogou Management or any of their Affiliates or Permitted Transferees is the Transferring Shareholder, Tencent has the right to consent to such proposed Transfer at its sole discretion (in such case, Tencent shall be the “Consent Shareholder”), and (ii) if Tencent or any of its Affiliates or Permitted Transferees is the Transferring Shareholder, Sohu Search has the right to consent to such proposed Transfer at its sole discretion (in such case, Sohu Search shall be the “Consent Shareholder”). For the avoidance of doubt, after termination of this Agreement pursuant to Section 10.1, no Shareholder shall have the consent right set forth in this Section 2.4.