Common use of Options, Warrants, Reserved Shares Clause in Contracts

Options, Warrants, Reserved Shares. Except for (i) the rights provided in the Transaction Documents (including the Warrant), (ii) up to an aggregate of 285,112,976 Ordinary Shares reserved for issuance or issued to the trustee as restricted shares under the ESOP, of which (x) 209,750,000 Ordinary Shares have been reserved for the issuance of share options pursuant to the Share Option Scheme, (y) 69,925,476 Ordinary Shares have been issued to the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited as restricted shares pursuant to the Share Award Scheme, and (z) 5,437,500 Ordinary Shares have been reserved to be used solely for future award under the ESOP, (iii) the options to purchase the equity interest in the ICP Holdco as set forth in the Restructuring Documents, (iv) the right to purchase Shares from the Officer Holdco by the Company, Kingsoft and Xiaomi as set forth in the Officer Restricted Share Agreement and Xx. Xxxxx’x Agreements, (v) the right to purchase Shares from the Management Holdco by the Company and Kingsoft as set forth in the Management Restricted Share Agreement, (vi) the right to purchase Shares issued pursuant to the ESOP by the Company as set forth in the rules of the ESOP, (vii) the conversion right of Kingsoft and Xiaomi provided in the Loan Agreement and the conversion right of the IDG Investor, the AMC Investor, the CM Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreement), and (ix) the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants in favor of Kingsoft to secure the repayment of the loan under the Loan Agreement, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company or any other Group Companies.

Options, Warrants, Reserved Shares. Except for (i) the rights provided in conversion privileges of the Transaction Documents (including the Warrant)Preferred Shares, (ii) up to an aggregate of 285,112,976 Ordinary 26,822,828 Common Shares reserved for issuance (or issued issuance of options therefor) to the trustee as restricted shares under employees of, and the ESOPadvisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which (x) 209,750,000 Ordinary Shares the options for 21,060,606 shares have been reserved for the issuance of share options issued pursuant to the Share Option Scheme, (y) 69,925,476 Ordinary Shares have been issued to the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited as restricted shares pursuant to the Share Award Scheme, and (z) 5,437,500 Ordinary Shares have been reserved to be used solely for future award under the ESOP2010 ESOP Plan, (iii) the options to purchase Common Shares reserved for issuance upon the equity interest in conversion of the ICP Holdco as set forth in the Restructuring DocumentsPreferred Shares, (iv) the right warrant issued to purchase Xiaomi Ventures Limited for the subscription of 17,744,264 Series E Shares from on the Officer Holdco by the Companyterms and conditions thereof (“Xiaomi Warrant”), Kingsoft and Xiaomi as set forth in the Officer Restricted Share Agreement and Xx. Xxxxx’x Agreements, (v) the right warrant issued to purchase Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares from the Management Holdco by the Company and Kingsoft as set forth in the Management Restricted Share Agreement, (vi) the right to purchase Shares issued pursuant to the ESOP by the Company as set forth in the rules of the ESOP, (vii) the conversion right of Kingsoft and Xiaomi provided in the Loan Agreement and the conversion right of the IDG Investor, the AMC Investor, the CM Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreement“Skyline Warrant”), and (ix) the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants in favor of Kingsoft to secure the repayment of the loan under the Loan Agreement, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth in the Restated Shareholders Agreement, no shares of the Company’s outstanding share capital or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other Group Companiesperson). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.

Options, Warrants, Reserved Shares. Except for (i) the rights provided in the Transaction Documents (including and the Warrant)CIIF SPA, (ii) up to an aggregate of 285,112,976 425,126,304 Ordinary Shares reserved for issuance or issued to the trustee as restricted shares under the ESOP, of which (x) 209,750,000 Ordinary Shares have been reserved for the issuance of share options pursuant to the Share Option SchemeScheme (including 28,674,875 Ordinary Shares held by TMF and 33,605,125 Ordinary Shares held by the Officer Holdco pursuant to the ESOP), (y) 69,925,476 211,776,304 Ordinary Shares have been issued to the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited TMF as restricted shares pursuant to the Share Award Scheme, and (z) 5,437,500 3,600,000 Ordinary Shares have been reserved issued to be used solely for future award under the ESOP, Management Holdco and indirectly held by Xx. Xxxx Yulin (王育林) as restricted shares pursuant to the Share Award Scheme (iii) the options to purchase the equity interest in the ICP Holdco Domestic Enterprises as set forth in the Restructuring Documents, (iv) the right to purchase Shares from the Officer Holdco by the Company, Kingsoft and Xiaomi as set forth in the Officer Restricted Share Agreement and Xx. Xxxxx’x AgreementsAgreement, (v) the right to purchase Shares from the Management Holdco by the Company and Kingsoft as set forth in the Management Restricted Share Agreement, and (vi) the right to purchase Shares issued pursuant to the ESOP by the Company as set forth in the rules of the ESOP, (vii) the conversion right of Kingsoft and Xiaomi provided in the Loan Agreement and the conversion right of the IDG Investor, the AMC Investor, the CM Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreement), and (ix) the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants in favor of Kingsoft to secure the repayment of the loan under the Loan Agreement, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company or any other Group Companies.

Options, Warrants, Reserved Shares. Except for (i) the rights provided in the Transaction Documents (including the Warrant)Documents, (ii) up to an aggregate of 285,112,976 Ordinary Shares reserved for issuance or issued to the trustee as restricted shares under the ESOP, of which (x) 209,750,000 Ordinary Shares have been reserved for the issuance of share options pursuant to the Share Option Scheme, (y) 69,925,476 Ordinary Shares have been issued to the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited as restricted shares pursuant to the Share Award Scheme, and (z) 5,437,500 Ordinary Shares have been reserved to be used solely for future award under the ESOP, (iii) the options to purchase the equity interest in the ICP Holdco as set forth in the Restructuring Documents, (iv) the right to purchase Shares from the Officer Holdco by the Company, Kingsoft and Xiaomi as set forth in the Officer Restricted Share Agreement and Xx. Xxxxx’x Agreements, (v) the right to purchase Shares from the Management Holdco by the Company and Kingsoft as set forth in the Management Restricted Share Agreement, (vi) the right to purchase Shares issued pursuant to the ESOP by the Company as set forth in the rules of the ESOP, (vii) the conversion right of Kingsoft and Xiaomi provided in the Loan Agreement and the conversion right of the IDG Investor, the AMC Investor, the CM Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreement), and (ix) the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants in favor of Kingsoft to secure the repayment of the loan under the Loan Agreement, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company or any other Group Companies.

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Series B Preferred Shares. Except for (i) the rights provided in conversion privileges of the Transaction Documents (including the Warrant)Series A Preferred Shares, (ii) up to an aggregate the conversion privileges of 285,112,976 Ordinary Shares reserved for issuance or issued to the trustee as restricted shares under the ESOP, of which (x) 209,750,000 Ordinary Shares have been reserved for the issuance of share options pursuant to the Share Option Scheme, (y) 69,925,476 Ordinary Shares have been issued to the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited as restricted shares pursuant to the Share Award Scheme, and (z) 5,437,500 Ordinary Shares have been reserved to be used solely for future award under the ESOPSeries B Preferred Shares, (iii) the options to purchase the equity interest preemptive rights provided in the ICP Holdco as set forth Amended and Restated Shareholders Agreement to be entered into at the Closing in the Restructuring Documentsform attached hereto as Exhibit C (the “Amended and Restated Shareholders Agreement”), (iv) 1,867,500 Ordinary Shares (and options and warrants therefor) as of the right date of this Agreement, and 2,467,500 Ordinary Shares (and options and warrants therefor) as of the date of the Closing, reserved for issuance to purchase Shares from employees pursuant to the Officer Holdco employee equity incentive plans approved by the Company, Kingsoft and Xiaomi as set forth in the Officer Restricted Share Agreement and Xx. Xxxxx’x AgreementsBoard, (v) as provided in the right to purchase Shares from the Management Holdco by Amended and Restated Memorandum of Association and Articles of Association of the Company and Kingsoft effective on the date of this Agreement and, as set forth of the Closing, in the Management Restricted Share AgreementRestated Articles, (vi) the right to purchase Shares issued pursuant to the ESOP by the Company as set forth in the rules of the ESOP, (vii) the conversion right of Kingsoft and Xiaomi privileges provided in the Loan Agreement Investor Warrants to be entered into at the Closing between the Company and the conversion right of the IDG Investor, the AMC Investor, the CM each Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreementform attached hereto as Exhibit D (“Investor Warrants”), and (ixvii) as contemplated elsewhere herein, including, without limitation, the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants in favor of Kingsoft to secure the repayment of the loan under the Loan AgreementDisclosure Schedule, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Apart from the exceptions noted in this Section 3.2 and the Amended and Restated Shareholders Agreement, no shares (including the Series B Preferred Shares and the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other Group Companiesperson).

Options, Warrants, Reserved Shares. Except for for: (i) the rights provided in ---------------------------------- conversion privileges of the Transaction Documents (including the Warrant), Series A Stock and Series B Stock; (ii) up the Five Million (5,000,000) shares of Common Stock reserved for issuance under the Company's 1995 Stock Option/Stock Issuance Plan (of which Two Hundred Thousand (200,000) shares have been issued and options have been granted to purchase an additional One Million Seven Hundred Thirty-Two Thousand (1,732,000) shares); (iii) options to purchase Seven Hundred Eighty Thousand (780,000) shares granted under contractual arrangements and not under such plan; (iv) a Convertible Promissory Note of the Company with an aggregate principal amount of $2,000,000 which is convertible into Five Hundred Seventy-One Thousand Four Hundred Twenty-Eight (571,428) shares of the Company's Series B Stock at the Closing (the "CONVERTIBLE NOTE"); (v) warrants to purchase an aggregate of 285,112,976 Ordinary Shares reserved Two Hundred Eighty-Five Thousand Seven Hundred Fourteen (285,714) shares of Series B Stock issued in connection with the Convertible Note at a price equal to 66-2/3% of the purchase price for issuance or the Purchased Shares; (vi) a warrant to purchase 100,000 shares of Series B Preferred Stock to be issued to the trustee Xxxxxxxxxx Securities in connection with its services as restricted placement agent; (vii) a convertible note dated April 5, 1995 payable to Friday Holdings, L.P.; and (viii) up to 160,000 shares under the ESOP, of which (x) 209,750,000 Ordinary Shares have been reserved for the issuance of share options Common Stock issuable to Xxxxx Xxxxxxx pursuant to the Share Option Schemeterms of the Stock Purchase Agreement dated July 6, 1995, between the Company and Xx. Xxxxxxx; there are not outstanding any options, warrants, rights (yincluding conversion or preemptive rights) 69,925,476 Ordinary Shares have been or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Apart from the exceptions noted in this Section 3.4(c), and except for rights of repurchase and rights of first refusal held by the Company to repurchase shares of its stock issued to founders of the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited as restricted Company, no shares pursuant to of the Share Award SchemeCompany's outstanding capital stock, and (z) 5,437,500 Ordinary Shares have been reserved to be used solely for future award under the ESOPor stock issuable upon exercise or exchange of any outstanding options, (iii) the options to purchase the equity interest in the ICP Holdco as set forth in the Restructuring Documentswarrants or rights, (iv) the right to purchase Shares from the Officer Holdco or other stock issuable by the Company, Kingsoft and Xiaomi as set forth in the Officer Restricted Share Agreement and Xx. Xxxxx’x Agreements, (v) the right are subject to any preemptive rights or rights of first refusal or other rights to purchase Shares from the Management Holdco by the Company and Kingsoft as set forth in the Management Restricted Share Agreement, such stock (vi) the right to purchase Shares issued pursuant to the ESOP by the Company as set forth in the rules of the ESOP, (vii) the conversion right of Kingsoft and Xiaomi provided in the Loan Agreement and the conversion right of the IDG Investor, the AMC Investor, the CM Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreement), and (ix) the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants whether in favor of Kingsoft to secure the repayment of the loan under the Loan Agreement, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company or any other Group Companiesperson), pursuant to any agreement or commitment of the Company, and, to the Company's knowledge, no officer, director or holder of the Company's Common Stock is a party to any voting agreement or voting trust other than the Voting Agreement.

Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) the preemptive rights, the rights of first refusal, or any other preferred rights provided in the Transaction Documents Third Amended and Restated Shareholders Agreement by and among the Company, the Founders, the Founders Holdco, and other parties thereto, as amended from time to time (including the Warrant“Existing SHA”), the Fifth Amended and Restated Memorandum and Articles of Association of the Company (ii) up to an aggregate of 285,112,976 Ordinary Shares reserved for issuance or issued to the trustee as restricted shares under “Restated Articles”, the ESOP, form of which (xis set forth in Exhibit A hereof) 209,750,000 Ordinary Shares have been reserved for and the issuance of share options pursuant to Fourth Amended and Restated Shareholders Agreement by and among the Share Option SchemeCompany, (y) 69,925,476 Ordinary Shares have been issued to the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited as restricted shares pursuant to Founders, the Share Award SchemeFounders Holdco, and other parties thereto (zas amended) 5,437,500 Ordinary Shares have been reserved to be used solely for future award under (the ESOP“Shareholders Agreement”, the form of which is set forth in Exhibit B hereof); (iii) the stock options that have been granted to purchase the equity interest in employees and the ICP Holdco management team, as set forth in the Restructuring Documents, Schedule III hereof; (iv) the right to purchase Shares from the Officer Holdco exercise by the Company, Kingsoft and Xiaomi as set forth Warrant Holder of Tranche II of Series B Warrant in the Officer Restricted Share Agreement and Xx. Xxxxx’x Agreementsevent that the Company fails to submit a draft registration statement to an internationally recognized securities exchange or a securities regulatory governmental authority for a Qualified Public Offering by July 31, 2019; (v) an additional issuance of Series C Preferred Shares upon the right to purchase Shares from full or partial exercise of the Management Holdco by Tranche II of Series B Warrant in accordance with the Company Existing SHA; and Kingsoft as set forth in the Management Restricted Share Agreement, (vi) the right conversion option attaching to purchase Shares issued a convertible note granted to GENEXINE, INC. (“GENEXINE”) pursuant to the ESOP by the Company as set forth in the rules of the ESOP, (vii) the conversion right of Kingsoft and Xiaomi provided in the Loan Agreement and the conversion right of the IDG Investor, the AMC Investor, the CM Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreement), and (ix) the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants in favor of Kingsoft to secure the repayment of the loan under the GENEXINE Loan Agreement, there are no options, warrants, conversion privileges privileges, share plan, share purchase or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any equity interest or registered share capital of any Group Company. As of the Initial Closing, written confirmations issued by the Warrant Holders, have been delivered to the Investors, stating that: (i) only when the Company fails to submit a draft registration statement to an internationally recognized securities exchange or a securities regulatory governmental authority for a Qualified Public Offering by July 31, 2019, can the Warrant Holders exercise Tranche II of Series B Warrant on a pro rata basis; (ii) otherwise, the Warrant Holders shall unconditionally and irrevocably waive and cancel Tranche II of Series B Warrant; and (iii) the Tranche II of Series B Warrant may only be concurrently exercised by all the Warrant Holders in one lump. In no event there shall be an exercise by any Warrant Holder of Tranche II of Series B Warrant by installments. Except as set out in this Section 4.2(c), no shares of the any Group Company’s issued and outstanding share capital, registered share capital, or shares issuable upon exercise or exchange of any issued and outstanding options or other shares issuable by any Group Company, are subject to any encumbrance, preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of such Group Company or any other person). All the options and warrants as stated above have been duly issued without any potential dispute. All presently outstanding equity securities of each Group CompaniesCompany were duly and validly issued in compliance with all applicable Laws, preemptive rights of any person, and applicable contracts (if any), fully paid and non-assessable.

Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Subscribed Shares to be issued at the Closing and Series A, A-1 and B Shares, (ii) the preemptive rights provided in the Transaction Documents Shareholders Agreement to be entered into at the Closing and attached hereto as EXHIBIT F (including the Warrant“Shareholders Agreement”), (iiiii) up to an aggregate of 285,112,976 66,580 Ordinary Shares reserved for issuance or issued to upon the trustee as restricted shares under exercise of the ESOPoption currently held by Winsome Group Limited on behalf of Ma Xxxxx Xxxx, Xxx Xxxx Ho, Ma Wen Lie, Xxxx Lo Yin, Li Jin and other officers, employees and advisors of which the Company during the period from May 23, 2007 and ending on the earlier of (x) 209,750,000 Ordinary Shares have been reserved for the issuance of share options pursuant to the Share Option Scheme, (y) 69,925,476 Ordinary Shares have been issued to the trustee named Core Pacific-Yamaichi International (H.K.) Nominees Limited as restricted shares pursuant to the Share Award Scheme, and (z) 5,437,500 Ordinary Shares have been reserved to be used solely for future award under the ESOP, (iiiA) the options to purchase the equity interest closing date of a Qualified IPO (as defined in the ICP Holdco as set forth in the Restructuring DocumentsShareholders Agreement), or (B) May 23, 2017, (iv) up to 151,430 Ordinary Shares reserved for issuance upon exercise of options granted pursuant to the right to purchase Shares from the Officer Holdco employee equity incentive plans approved by the Companycompensation committee of the Company during the period from September 1, Kingsoft 2008 and Xiaomi ending on the earlier of (A) the closing date of a Qualified IPO (as set forth defined in the Officer Restricted Share Agreement and Xx. Xxxxx’x AgreementsShareholders Agreement), or (B) August 31, 2011, (v) the right options to purchase subscribe for 50,246 Ordinary Shares from the Management Holdco in aggregate granted by the Company and Kingsoft as set forth in to certain individuals pursuant to the Management Restricted Share Agreementresolutions of the Company’s directors passed on April 16, 2009, (vi) the right option to purchase subscribe for new Ordinary Shares issued or preferred shares in the Company in any raising of equity financing by the Company prior to the initial public offering of the shares of the Company granted by the Company to DEG – Deutsche Investitions- und Entwicklungsgesellschaft mbH pursuant to the ESOP by loan agreement dated November 10, 2009 and entered into between the Company as set forth in the rules of the ESOPand DEG – Deutsche Investitions- und Entwicklungsgesellschaft mbH, and (vii) the conversion right of Kingsoft and Xiaomi provided in the Loan Agreement and the conversion right of the IDG Investor, the AMC Investor, the CM Investor and the Liyue Investor provided in Section 10 of the Restated Shareholders Agreement, (viii) the rights to enforce the charge over the relevant Shares under the Xx. Xxxx’x Share Charges, Xx. Xxxxx’x Share Charge and the Management Holdco’s Share Charge (each as defined in the Restated Shareholders Agreement), and (ix) the rights to enforce the charge over the Shares granted to the participants of the ESOP pursuant to the undertaking letters executed by such participants in favor of Kingsoft to secure the repayment of the loan under the Loan Agreementcontemplated hereby, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Apart from the exceptions noted in this Section 3.2 and the Shareholders Agreement, no shares (including the Subscribed Shares and the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other Group Companiesperson).