Common use of Internal Approval Clause in Contracts

Internal Approval. The shareholders’ meeting and the board of directors of the Target Company have adopted written resolution/decision to: (i) approve the execution and performance of the Transaction Documents and the Remaining Share Transaction Documents, and all shareholders have waived their right of first refusal, liquidation ​ preference, co-sale right, veto right and any other rights which may affect the Acquisition Transaction, (ii) adopt a new articles of association of the Target Company to the satisfaction of the Purchaser, and (iii) remove the current legal representative, other directors, supervisors, managers, enterprise contact persons and chief financial officer of the Target Company except that the Founder XXXX Xxx will continue serving as a director of the Target Company (collectively the “Resigned Personnel Filed with AIC”) and elect new legal representative, other directors, supervisors, managers, enterprise contact persons and chief financial officer of the Target Company appointed by the Purchaser (collectively the “New Personnel Filed with AIC”), and (iv) approve cancellation of options and termination of all employee incentive plans.

Appears in 2 contracts

Samples: Share Purchase Agreement (KE Holdings Inc.), Share Purchase Agreement (KE Holdings Inc.)

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Internal Approval. The shareholders’ meeting and the board of directors of the Target Company have adopted written resolution/decision to: (i) approve the execution and performance of the Transaction Documents and the Remaining Share Transaction Documents, and all shareholders have waived their right of first refusal, liquidation preference, co-sale right, veto right and any other rights which may affect the Acquisition Transaction, (ii) adopt a new articles of association of the Target Company to the satisfaction of the Purchaser, and (iii) remove the current legal representative, other directors, supervisors, managers, enterprise contact persons and chief financial officer of the Target Company except that the Founder XXXX Xxx will continue serving as a director of the Target Company (collectively the “Resigned Personnel Filed with AIC”) and elect new legal representative, other directors, supervisors, managers, enterprise contact persons and chief financial officer of the Target Company appointed by the Purchaser (collectively the “New Personnel Filed with AIC”)Purchaser, and (iv) approve cancellation of options and termination of all employee incentive plans.

Appears in 1 contract

Samples: Share Purchase Agreement (KE Holdings Inc.)

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Internal Approval. The shareholders’ meeting and the board of directors of the Target Company have adopted written resolution/decision to: (i) approve the execution and performance of the Transaction Documents and the Remaining Share Transaction Documents, and all shareholders have waived their right of first refusal, liquidation preference, co-sale right, veto right and any other rights which may affect the Acquisition Transaction, (ii) adopt a new articles of association of the Target Company to the satisfaction of the Purchaser, and (iii) remove the current legal representative, other directors, supervisors, managers, enterprise contact persons and chief financial officer of the Target Company except that the Founder XXXX Xxx will continue serving as a director of the Target Company (collectively the “Resigned Personnel Filed with AIC”) and elect new legal representative, other directors, supervisors, managers, enterprise contact persons and chief financial officer of the Target Company appointed by the Purchaser (collectively the “New Personnel Filed with AIC”), and (iv) approve cancellation of options and termination of all employee incentive plans.

Appears in 1 contract

Samples: Share Purchase Agreement (KE Holdings Inc.)

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