Examples of Majority Series A Preferred Shareholders in a sentence
Any proposed Transfer on terms and conditions more favorable than those described in the Transfer Notice, as well as any subsequent proposed transfer of any Stock by the Existing Shareholder, shall again be subject to the Majority Series A Preferred Shareholders' Right of First Refusal and Co-Sale Right and shall require compliance by the Existing Shareholder with the procedures described in this Section 6.
The Company shall offer to each of the Majority Series A Preferred Shareholders for subscription up to its Pro Rata Share of the New Securities on the same terms and at the same price at which the Company proposes to allot and issue the New Securities.
The Company shall not, and shall ensure that none of the Group Companies, make any material changes to such employment agreements without the prior written consent of Baidu and the Majority Series A Preferred Shareholders.
The Majority Series A Preferred Shareholders and the Majority Series B Preferred Shareholders shall have the right to challenge any determination by the Board of fair value pursuant to Article 56 herein, in which case such determination of fair value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging parties.
If the Majority Series A Preferred Shareholders exercise their Co-Sale Right in accordance with the terms and conditions set forth in this Section 6.2, the Existing Shareholder may only Transfer its shares of Stock if the proposed transferee completes the purchase of the shares which such Majority Series A Preferred Shareholders seek to sell pursuant to the exercise of the Co-Sale Right.
The Company shall institute and keep in place such arrangements as are reasonably satisfactory to Baidu and the Majority Series A Preferred Shareholders such that the Company shall at all times (a) Control the operations of each other Group Company and (b) be permitted to properly consolidate the financial results for each other Group Company (including the VIE Entities) in the consolidated financial statements of the Group prepared under US GAAP.
The Company shall have its accounts and those of each other Group Company audited annually in accordance with such standards by a “Big Four” accounting firm or another accounting firm acceptable to Baidu and the Majority Series A Preferred Shareholders.
If the Majority Series A Preferred Shareholders elect to exercise the Right of Participation within the Issuance Notice Period, each of the holders of the Series A Preferred Shares may elect to purchase up to its Pro Rata Share of the New Securities for the price and upon the terms specified in the Issuance Notice by (a) giving written notice to the Company within the Issuance Notice Period and (b) sending payment for its Pro Rata Share of New Securities to the Company.
To the extent that any prospective purchaser or purchasers prohibits assignment or otherwise refuses to purchase shares or other securities from such Majority Series A Preferred Shareholders, the Existing Shareholder shall not Transfer to the prospective purchaser or purchasers any Stock unless and until, simultaneously with the sale, the Existing Shareholder purchases those shares or other securities from such Majority Series A Preferred Shareholders.
The exercise or non-exercise by the Majority Series A Preferred Shareholders of the Right of First Refusal or the Co-Sale Right shall not adversely affect their rights to participate in subsequent transfers of Stock by the Existing Shareholder subject to the provisions of this Section 6.