Common use of Restriction on Indirect Transfers Clause in Contracts

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein but subject to Section 4.5 above, without the prior written approval of (i) the Series A Holders holding at least a majority of the Series A Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (ii) the Series B Holders holding at least a majority of the Series B Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iii) the Series C Holders holding at least a majority of the Series C Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iv) the Series C1 Holders holding at least a majority of the Series C1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (v) the Series D Holders holding at least a majority of the Series D Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (vi) the Series D1 Holders holding at least a majority of the Series D1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (i) none of the Group Companies shall, nor shall any of them cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Equity Securities in any Group Company to any Person, and (ii) none of the Founder shall, nor shall any of them cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Equity Securities in any PRC Group Company to any Person. Any transfer in violation of this Section 4.8 shall be void and each Group Company, each Founder hereby agrees that it will not effect such sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or otherwise disposition nor will it treat any alleged transferee as the holder of such Equity Securities unless in accordance with this Section 4.8.

Restriction on Indirect Transfers. Notwithstanding anything The transfer restrictions herein shall not be capable of being avoided by the holding of any securities in the Company indirectly through a company or other entity that can itself be sold or transferred in order to dispose of an indirect interest in such securities in the contrary contained herein but subject Company (including through any trust, derivative contract or other economic arrangement transferring the benefits of ownership of any Shares) free of such restrictions. Any issuance, transfer or other disposal of any shares (or other interest) of the Officer Holdco or the Management Holdco or of any company (or other entity) holding shares in such shareholder shall be treated as a transfer of the equity interest of the Company held by such shareholder and the provisions of this Section 4 shall thereupon apply in respect of the equity interest or securities of the Company so held. Unless otherwise permitted under (and made in compliance with) Sections 4.1 to Section 4.5 above4.5, without the prior written approval of (i) Kingsoft, the Series A Holders holding IDG Investor, the holders of at least a majority 66% of the then issued and outstanding Series A C Preferred Shares and applicable Conversion the holders of at least 66% of the then issued and outstanding Series D Preferred Shares then outstanding and Series D+ Preferred Shares (voting together on an as-converted basis), none of the Management (iiother than Xx. XXXX Yulin (王育林)) shall dispose of any equity interest held, directly or indirectly, by such Management in the Series B Holders holding Management Holdco or the Company; provided that the approval of the IDG Investor, the holders of at least a majority 66% of the then issued and outstanding Series B C Preferred Shares and applicable Conversion the holders of at least 66% of the then issued and outstanding Series D Preferred Shares then outstanding and Series D+ Preferred Shares (voting together on an as-converted basis) shall not be required if any Management (other than Xx. XXXX Yulin (王育林), (iii) the Series C Holders holding at least a majority disposes of the Series C Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iv) the Series C1 Holders holding at least a majority of the Series C1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (v) the Series D Holders holding at least a majority of the Series D Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (vi) the Series D1 Holders holding at least a majority of the Series D1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (i) none of the Group Companies shall, nor shall any of them cause or permit any other Person toequity interest held, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber by such Management in the Management Holdco or otherwise dispose through one or a series of transactions any Equity Securities the Company as provided in any Group Company to any Person, Sections 4.6(a) and (iib) none of the Founder shall, nor shall any of them cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Equity Securities in any PRC Group Company to any Person. Any transfer in violation of this Section 4.8 shall be void and each Group Company, each Founder hereby agrees that it will not effect such sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or otherwise disposition nor will it treat any alleged transferee as the holder of such Equity Securities unless in accordance with this Section 4.8.below:

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein but subject to Section 4.5 above4.6, without the prior written approval of (i) the Series A Holders holding at least a majority of the Series A Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (ii) the Series B Holders holding at least a majority of the Series B Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iii) the Series C Holders holding at least a majority of the Series C Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iv) the Series C1 Holders holding at least a majority of the Series C1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (v) the Series D Holders holding at least a majority of the Series D Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (vi) the Series D1 Holders holding at least a majority of the Series D1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis)Supermajority Preferred Holders, (i) none of the Group Companies shall, nor shall any of them cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Equity Securities in any Group Company to any PersonPerson which is not a Group Company, and (ii) none of the Founders and the Founder Holding Companies shall, nor shall any of them cause or permit any other Person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Equity Securities in any PRC Group Company to any Person. Any transfer in violation of this Section 4.8 4.7(e) shall be void and each Group Company, each of the Founders and the Founder Holding Companies hereby agrees that it it/he will not effect such sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or otherwise disposition nor will it it/he treat any alleged transferee as the holder of such Equity Securities unless in accordance with this Section 4.84.7(e). Notwithstanding any other provisions in this Agreement, any transfer of Equity Securities in the Company made pursuant to the Put Option Agreement shall not be subject to any provisions in Sections 4.1, 4.2, 4.3 and 4.4.