Common use of No Indirect Transfers Clause in Contracts

No Indirect Transfers. Each Principal and Principal Holding Company agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Subject to Section 2.1(vii) and Section 2.5, each Principal and Principal Holding Company furthermore agrees that, so long as such Principal is bound by this Agreement, the Transfer, sale or issuance of any Equity Securities of any Principal Holding Company, without the prior consent of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent and the prior written consent of the Majority Preferred Holders shall be prohibited, and each such Principal and Principal Holding Company agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Principal Holding Company, without the prior consent of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent and the prior written consent of the Majority Preferred Holders. Any purported Transfer, sale or issuance of any Equity Securities of any Principal Holding Company in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any Principal or Principal Holding Company) shall recognize any such Transfer, sale or issuance.

Appears in 2 contracts

Samples: Agreement (Missfresh LTD), Agreement (Missfresh LTD)

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No Indirect Transfers. Each (a)Each Principal and each Principal Holding Company agrees agrees, and (b) each Ordinary Shareholder agrees, in each case, not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Subject to Section 2.1(vii) and Section 2.5, each Each Principal and each Principal Holding Company furthermore agrees that, so long as such Principal is bound by this Agreement, the Transfer, sale or issuance of any Equity Securities of any Principal Holding Company, Company of such Principal without the prior consent written consents of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series A Majority and the prior written consent of the Series B Majority Preferred Holders shall be prohibited, and each such Principal and each such Principal Holding Company agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Principal Holding Company, Company without the prior consent written consents of the Board of Directors (including the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series A Majority and the prior written consent of the Majority Preferred HoldersSeries B Majority. Any purported Transfer, sale or issuance of any Equity Securities of any Principal Holding Company in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any Principal or Principal Holding Company) shall recognize any such Transfer, sale or issuance.

Appears in 2 contracts

Samples: Shareholders’ Agreement (Qutoutiao Inc.), Shareholders’ Agreement (Qtech Ltd.)

No Indirect Transfers. Each Principal and Principal Holding Company of the Restricted Shareholders agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal any Management Holding CompanyEntity) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person (including a Principal any Management Holding CompanyEntity), or otherwise. Subject For the avoidance of doubt, the foregoing sentence is not intended to Section 2.1(vii) restrict Transfers of shares of Daojia by any shareholder of Daojia not in contravention with the then effective shareholders agreement of Daojia and Section 2.5, each Principal applicable Laws. Each of the Members of Management and Principal the Management Holding Company Entities furthermore agrees that, so long as such Principal is bound by this Agreement, that the Transfer, sale or issuance of any Equity Securities of any Principal Holding Company, without the prior consent of the Board of Directors another Person so caused or effected (including the Requisite Preferred Directorsby any Management Holding Entity) at a duly convened board meeting or via unanimous written consent and without the prior written consent of a majority of the Majority Preferred Holders Directors (including the affirmative votes of Xx. Xxxxx Xxx, Alibaba Director and the Sequoia Director) who are not Affiliated with the Member of Management or Management Holding Entity shall be prohibited, and each such Principal and Principal Member of Management or Management Holding Company Entity agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Principal Holding Company, without the prior consent of the Board of Directors another Person (including the Requisite Preferred Directorsany Management Holding Entity) at a duly convened board meeting or via unanimous written consent and without the prior written consent of a majority of the Majority Preferred HoldersDirectors (including the affirmative votes of Xx. Xxxxx Xxx, Alibaba Director and the Sequoia Director) who are not Affiliated with the Member of Management or Management Holding Entity. Any purported Transfer, sale or issuance of any Equity Securities of another Person so caused or affected (including by any Principal Management Holding Company Entity) in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any Principal or Principal Shareholder, Member of Management and Management Holding CompanyEntity) shall recognize any such Transfer, sale or issuance.

Appears in 1 contract

Samples: Shareholders Agreement (Daojia LTD)

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No Indirect Transfers. Each (a)Each Principal and each Principal Holding Company agrees agrees, and (b) each Ordinary Shareholder agrees, in each case, not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Subject to Section 2.1(vii) and Section 2.5, each Each Principal and each Principal Holding Company furthermore agrees that, so long as such Principal is bound by this Agreement, the Transfer, sale or issuance of any Equity Securities of any Principal Holding Company, Company of such Principal without the prior consent written consents of the Board of Directors (including Series A Majority, the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series B Majority and the prior written consent of the Series C Majority Preferred Holders shall be prohibited, and each such Principal and each such Principal Holding Company agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Principal Holding Company, Company without the prior consent written consents of the Board of Directors (including Series A Majority, the Requisite Preferred Directors) at a duly convened board meeting or via unanimous written consent Series B Majority and the prior written consent of the Majority Preferred HoldersSeries C Majority. Any purported Transfer, sale or issuance of any Equity Securities of any Principal Holding Company in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any Principal or Principal Holding Company) shall recognize any such Transfer, sale or issuance.

Appears in 1 contract

Samples: Shareholders’ Agreement (Qutoutiao Inc.)

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