Common use of Shareholder Consent Clause in Contracts

Shareholder Consent. Subject to the applicable law, in addition to any other vote or consent required elsewhere in this Agreement and the Restated Articles, none of the Group Companies shall, and the Founders and holders of Ordinary Shares shall cause each Group Company not to, take any of the following actions without the prior written approval of (i) Series Seed Preferred Majority, and (ii) Series A Preferred Majority (which shall include consent of Sina): (a) any amendment or change of the rights, preferences or privileges or power of, or the restrictions provided for the benefit of, any series of the Preferred Shares; (b) any action that authorizes, creates or issues any class of the Group Companies’ securities having preferences superior to or on a parity with the Preferred Shares or any other securities of the Group Companies; (c) any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets superior to or on a parity with the preference of the Preferred Shares; (d) any material amendment to the Restated Articles or other charter documents of any Group Company that would adversely affect the rights of the Preferred Shares; (e) any resolution relating to dissolution, liquidation or Liquidation Event (as defined in the Restated Articles) of any Group Company; and (f) any amalgamation, consolidation or merger with or into any other business entity, any spin-off, sub-division, recapitalization, reclassification, or any other transaction of a similar nature or having a similar economic effect as any of the foregoing, or other forms of restructuring of the Company. Notwithstanding anything to the contrary contained herein, where any act listed in clauses (a) through (f) above requires the approvals of the shareholders of the Company in accordance with the applicable laws, and if the shareholders vote in favor of such act but the approvals of (i) Series A Preferred Majority (which shall include consent of Sina), and (ii) Series Seed Preferred Majority have not yet been obtained, then (i) the dissenting Series Seed Preferred Majority, and (ii) dissenting Series A Preferred Majority (or Sina, if Sina voted against such act) in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of such act plus one.

Shareholder Consent. Subject to the applicable law, in addition to any other vote or consent required elsewhere in this Agreement and the Restated Articles, none of the Group Companies shall, shall and the Founders and holders of Ordinary Shares shall cause each Group Company not to, take any of the following actions without the prior written approval of (i) the Series Seed Seed-A Majority, (ii) (x) for so long as Xiaomi Ventures continues to hold more than 7,325,557 Series Seed-B Preferred Shares (on an as-converted basis and as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein), Xiaomi Ventures, or (y) in the instance that Xiaomi Ventures holds 7,325,557 Series Seed-B Preferred Shares or less (on an as-converted basis and as adjusted for share dividends, splits, combinations, recapitalizations or similar events and are otherwise provided herein), the Series Seed-B Majority, and (iiiii) the Series A Preferred Majority (which shall include consent of Sina):Seed-C Majority: (a) any amendment or change of the rights, preferences or privileges or power of, or the restrictions provided for the benefit of, any series of the Preferred Shares; (b) any action that authorizes, creates or issues any class of the Group Companies’ securities having preferences superior to or on a parity with the Preferred Shares or any other securities of the Group Companies; (c) any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets superior to or on a parity with the preference of the Preferred Shares; (d) any material amendment to the Restated Articles or other charter documents of any Group Company that would adversely affect the rights of the Preferred Shares; (e) any termination, modification or waiver of, or any amendment to the Restructuring Documents; (f) any resolution relating to dissolution, liquidation or Liquidation Event (as defined in the Restated Articles) of any Group Company; and; (fg) any action that makes or results in the sale of all or substantially all assets or undertakings of any Group Company; (h) the adoption, amendment or termination of the employee share incentive plan, or other equity incentive, purchase, or participation plans for the benefit of any employees, officers, directors, contractors, advisors or consultants of any Group Company, any issuance thereunder to any Founder holding more than 5% of the total issued share capital of the Company (calculated on a fully-diluted and as-converted basis) immediately prior to such issuance, and any increase of the total number of equity securities reserved for issuance thereunder, except for the ESOP Shares already reserved; (i) any amalgamation, consolidation or merger with or into any other business entity, joint venture or partnership arrangements or incorporate any subsidiary; any spin-off, sub-division, recapitalization, reclassification, or any other transaction of a similar nature or having a similar economic effect as any of the foregoing, or other forms of restructuring of the any Group Company. Notwithstanding anything to the contrary contained herein, where any act listed in clauses (a) through (f) above requires the approvals of the shareholders of the Company in accordance with the applicable laws, and if the shareholders vote in favor of such act but the approvals of (i) Series A Preferred Majority (which shall include consent of Sina), and (ii) Series Seed Preferred Majority have not yet been obtained, then (i) the dissenting Series Seed Preferred Majority, and (ii) dissenting Series A Preferred Majority (or Sina, if Sina voted against such act) in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of such act plus one.

Shareholder Consent. Subject to the applicable law, in (a) In addition to any such other vote or consent required elsewhere limitations as may be provided in this Agreement and the Restated ArticlesMemorandum and Articles and this Agreement, none of the Group Companies shall, and the Founders and holders of Ordinary Shares shall cause each Group Company not to, take any of the following actions without acts shall require the prior written approval of (i) Series Seed Preferred Majority, ▇▇▇ Smart and (ii) Series A Preferred Majority (which shall include the Required Consenters, and in the event that any such matter set forth below is by applicable laws required to be determined by shareholders of the Company, the consent of Sina▇▇▇ ▇▇▇▇▇, the Preferred Shareholders and the holders of the Tiger Shares, the Gaoling Ordinary Shares, the DST Global Shares, the Sequoia Shares, the Kingdom Shares and the Tencent Shares shall be deemed obtained if the matter is approved at a general meeting of the Company with the affirmative vote of the requisite shareholders of the Company or written resolution with the signatures of the requisite shareholders of the Company as set forth in the foregoing provisions in this Section 10.1(a) (as used in this Section 10, the term “Group Companies” or “Group Company,” to the extent applicable, includes the Company, the PRC Subsidiaries and the PRC Affiliates): (ai) any amendment action by the Company to authorize, create or change issue shares of the rights, preferences any class or privileges or power of, or the restrictions provided for the benefit of, any series of the Preferred Shares; (b) any action that authorizes, creates or issues any class of the Group Companies’ securities Company having preferences superior to or on a parity with the Preferred Shares or any other securities of the Group Companies; (c) any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets superior to or on a parity with the preference of the Preferred Shares; (dii) except for the establishment of the Compensation Committee and Audit Committee in accordance with Section 1.5, the establishment of any board committee and the delegation of any authority of the Board and the board of directors of the PRC Affiliates; (iii) issuance of any new equity securities by the Company or any instruments that are convertible into equity securities of the Company, excluding (A) any material amendment issuance of the Preferred Shares or Ordinary Shares or warrants (and shares issuable upon the exercise of such warrant) under the Preferred Shares Purchase Agreements, (B) any issuance of Ordinary Shares upon conversion of the Preferred Shares or exercise of the Warrants, (C) any issuance of Ordinary Shares (or options or warrants therefor) under employee equity incentive plans duly adopted by the Company, and (D) any issuance of equity securities of the Company in connection with any Qualified IPO (excluding for avoidance of doubt any issuance of equity securities of the Company pursuant to the Tencent IPO Subscription Agreement); (iv) any repurchase or redemption of any equity securities of the Company other than in connection with the conversion of the equity securities of the Company or pursuant to the redemption right of the holder(s) of Preferred Shares as provided herein or in the Restated Memorandum and Articles or contractual rights to repurchase Ordinary Shares from the employees, directors or consultants of the Company; (v) an initial public offering of any Group Company; (vi) the declaration and/or payment of any and all dividends on any securities of any Group Company; (vii) the repurchase by any Group Company (other charter documents than the Company) of any outstanding securities and any other reduction of capital of any Group Company that would adversely affect (other than the rights of the Preferred SharesCompany); (eviii) any resolution relating to dissolutionmerger, liquidation consolidation, reorganization, business combination, scheme of arrangement, recapitalization of any Group Company or Liquidation Event sale, transfer, lease, exclusive license or other disposition of all or substantially all of the assets of any Group Company or any transaction or series or related transactions as a result of which any “person” or “group” (as defined in the Restated Articlesunder Section 13(d) of any Group Company; and (f) any amalgamationthe Exchange Act), consolidation or merger with or into any other business entitythan the Founder, any spin-off, sub-division, recapitalization, reclassification, ▇▇▇ Smart or any other transaction of a similar nature or having a similar economic effect as any their Affiliates, acquires control of the foregoing, Company (a “Sale Transaction”); for the purposes of this clause (viii) “control” means the acquisition of more than 50% of the voting rights attaching to the issued share capital having the right to appoint and/or remove all or other forms the majority of restructuring the members of the Company. Notwithstanding anything to the contrary contained herein’s board of directors, where any act listed in clauses (a) through (f) above requires the approvals of the shareholders of the Company in accordance with the applicable lawswhether obtained directly or indirectly, and if whether obtained by ownership of share capital, the shareholders vote in favor possession of such act but the approvals of (i) Series A Preferred Majority (which shall include consent of Sina)voting rights, and (ii) Series Seed Preferred Majority have not yet been obtained, then (i) the dissenting Series Seed Preferred Majority, and (ii) dissenting Series A Preferred Majority (contract or Sina, if Sina voted against such act) in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of such act plus one.otherwise;