Class B Majority Holders definition
Examples of Class B Majority Holders in a sentence
If any the Controlling Documents become illegal, void or unenforceable under PRC Laws after the date hereof, the Parties shall devise a feasible alternative legal structure reasonably satisfactory to the Class B Majority Holders which gives effect to the intentions of the parties in each Controlling Document and the economic arrangement thereunder as closely as possible.
The Group Parties shall cause each Group Company to maintain the books and records in accordance with sound business practices and implement and maintain an adequate system of procedures and controls with respect to finance, management, and accounting that meets international standards of good practice and is reasonably satisfactory to Class B Majority Holders.
Unless waived by the Class B Majority Holders, the Company covenants that it will cause all future holders of more than one percent 1% of the Company’s Ordinary Shares and all future holders of Ordinary Share Equivalents convertible, exchangeable or exercisable for 1% of the of the Company’s Ordinary Shares to join this Agreement as a party.
The Company shall engage a reputable accounting firm reasonably acceptable to the Class B Majority Holders, to prepare all Tax Returns for Taxes payable by all Group Companies.
The Parties hereby agree that such future holders may become parties to this Agreement by executing an instrument of accession to this Agreement in a standard and customary form reasonably satisfactory to the Class B Majority Holders, without any amendment of this Agreement, pursuant to this Section 9.12.
Until the closing of the IPO, the Board shall establish a committee of the Board (the “IPO Committee”), which shall consist of two (2) directors that were designated for election by the Class B Majority Holders and two (2) Class A Directors (as defined in the Certificate of Incorporation).
Furthermore, in the event any consent or other action is required by or permitted to be taken by the Class B Majority Holders or the holders of Class B Ordinary Shares under the Charter Documents of the Company, the Parties agree that the holders of the Notes shall be treated as if they are holders of the Class B Ordinary Shares issuable upon conversion of such Notes for all such purposes.
No Group Party may assign any of such Party’s rights, benefits or obligations under this Agreement without the prior written consent of the Class B Majority Holders.
At any time after the third anniversary of the date hereof, the Class B Majority Holders shall have the right to cause the other shareholders of the Company to enter into a Trade Sale of any Group Company with a third party (“Prospective Purchaser”) in a bona-fide, arm’s length transaction in which the implied valuation of such Group Company in such Trade Sale is no less than US$300,000,000 (a “Compulsory Sale”) on substantially the same terms and conditions as agreed by the Class B Majority Holders.
The Company shall furnish to the Lenders as --------------- soon as available and, in any event, within 30 days after the end of each month, the monthly management report of the Company and its Subsidiaries in the form prepared by the Company's management for its own internal purposes, which report shall include at least an income statement and balance sheet for such month.