Release of Obligations. The Company hereby irrevocable agrees and confirms that with respect to each Shareholder that is an Existing Shareholder and the Company itself, and each Shareholder that is an Existing Shareholder hereby irrevocably agrees and confirms only with respect to subclauses (i) and (iii) below, severally and not jointly, that, solely with respect to such Shareholder, (i) the number of Ordinary Shares held by such Shareholder as set forth in the Cap Table in Schedule D to the July 2016 SHA (“Cap Table”) was true and accurate as of July 12, 2016; (ii) each issuance of shares by the Company as shown in the Cap Table and the register of members of the Company to each Shareholder as of July 12, 2016 had been duly authorized and approved; and (iii) as of July 12, 2016, other than the Tencent ESOP and the Disclosed Issuance Obligation, there were no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind by which the Company is bound obligating it to issue, deliver or sell any Company Securities to such Shareholder or any other person (such obligations of the Company as of July 12, 2016, together with the Disclosed Issuance Obligation but, for the avoidance of doubt, excluding the Tencent ESOP and the issuance of Ordinary Shares upon the exercise of options under the 2014 ESOP, the “Issuance Obligation”). This Agreement shall constitute an unconditional and irrevocable waiver and release by each Shareholder that is an Existing Shareholder, on behalf of itself and its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Releasing Parties”) of (a) all Issuance Obligations of the Company to each such Shareholder or its Affiliates, except for the Disclosed Issuance Obligation, and (b) any and all actions, causes of action, suits, proceedings, claims and demands whatsoever, in law or in equity, of every kind and description, which such Releasing Party ever had, now has, or hereafter can, shall or may have against the Company, its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Released Parties”), in each case in respect of any of the Released Parties with respect to any breach of any provisions under the Prior SHAs, the subscription or purchase agreement that such Shareholder or its Affiliates invest or acquire shareholding in the Company or any other Group Company, the Articles and applicable Law occurring or arising prior to July 12, 2016. Notwithstanding anything to the contrary contained herein, the Company and each Shareholder that is an Existing Shareholder hereby agree that, (i) concurrently with or before the issuance, delivery or sale of any Company Securities by the Company to any person (other than Tencent) in connection with any Issuance Obligation, the Company shall unconditionally issue, at no consideration, to Tencent such number of Ordinary Shares that equals to the result of (x) 110%, multiplied by (y) the same number of the Company Securities proposed to be issued, delivered or sold by the Company in connection with such Issuance Obligations (the “Anti-Dilution Issuance to Tencent”, and such Ordinary Shares issuable to Tencent, the “Anti-Dilution Issuance Shares”); and (ii) all consideration received by the Company as a result of the issuance, delivery or sale of any Company Securities to any person in connection with any Issuance Obligation shall be distributed or otherwise allocated to all the shareholders of the Company immediately prior to July 12, 2016 (including Tencent) ratably in proportion to the number of Ordinary Shares held by such shareholder in the Company immediately prior to July 12, 2016. The Company and each Shareholder shall take all necessary actions to give effect to and consummate the Anti-Dilution Issuance to Tencent in accordance with the foregoing provisions, and any Anti-Dilution Issuance Shares, when issued and delivered to Tencent, shall be deemed fully paid, duly issued and non-assessable. In the event that the Company receives a request from any person for the issuance, delivery or sale by the Company of any Company Securities to such person in connection with the Issuance Obligation, the Board shall ascertain, and if any director of the Company reasonably objects to such request with good faith basis for such objection, use reasonable efforts to take all necessary actions to contest the validity of such request before the issuance, delivery or sale by the Company of any Company Securities to such person. The obligation of the Company with respect to the Anti-Dilution Issuance to Tencent under this Section 11.20 shall terminate and be of no further force or effect upon the earlier of (i) immediately prior to the consummation of a QIPO, or (ii) the date when the Company becomes subject to the reporting requirements of the Exchange Act or analogous reporting requirements in an alternative listing jurisdiction. Notwithstanding the definition of Affiliates, the parties agree that for purposes of this Section 11.20, Affiliates of Tencent shall exclude the Group Companies or any of the Group Companies’ Controlled Affiliates.
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Samples: Shareholders Agreement, Shareholders Agreement (Tencent Music Entertainment Group), Shareholders Agreement (Tencent Music Entertainment Group)
Release of Obligations. The Company hereby irrevocable agrees and confirms that with respect to each Shareholder that is an Existing Shareholder and the Company itself, and each Shareholder that is an Existing Shareholder hereby irrevocably agrees and confirms only with respect to subclauses (i) and (iii) below, severally and not jointly, that, solely with respect to such Shareholder, (i) the number of Ordinary Shares held by such Shareholder as set forth in the Cap Table in Schedule D to the July 2016 SHA Prior Agreement (“Cap Table”) was true and accurate as of July 12, 2016; (ii) each issuance of shares by the Company as shown in the Cap Table and the register of members of the Company to each Shareholder as of July 12, 2016 had been duly authorized and approved; and (iii) as of July 12, 2016, other than the Tencent ESOP and the Disclosed Issuance Obligation, there were no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind by which the Company is bound obligating it to issue, deliver or sell any Company Securities to such Shareholder or any other person (such obligations of the Company as of July 12, 2016, together with the Disclosed Issuance Obligation but, for the avoidance of doubt, excluding the Tencent ESOP and the issuance of Ordinary Shares upon the exercise of options under the 2014 ESOP, the “Issuance Obligation”). This Agreement shall constitute an unconditional and irrevocable waiver and release by each Shareholder that is an Existing Shareholder, on behalf of itself and its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Releasing Parties”) of (a) all Issuance Obligations of the Company to each such Shareholder or its Affiliates, except for the Disclosed Issuance Obligation, and (b) any and all actions, causes of action, suits, proceedings, claims and demands whatsoever, in law or in equity, of every kind and description, which such Releasing Party ever had, now has, or hereafter can, shall or may have against the Company, its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Released Parties”), in each case in respect of any of the Released Parties with respect to any breach of any provisions under the Prior SHAs, the subscription or purchase agreement that such Shareholder or its Affiliates invest or acquire shareholding in the Company or any other Group Company, the Articles and applicable Law occurring or arising prior to July 12, 2016. Notwithstanding anything to the contrary contained herein, the Company and each Shareholder that is an Existing Shareholder hereby agree that, (i) concurrently with or before the issuance, delivery or sale of any Company Securities by the Company to any person (other than Tencent) in connection with any Issuance Obligation, the Company shall unconditionally issue, at no consideration, to Tencent such number of Ordinary Shares that equals to the result of (x) 110%, multiplied by (y) the same number of the Company Securities proposed to be issued, delivered or sold by the Company in connection with such Issuance Obligations (the “Anti-Dilution Issuance to Tencent”, and such Ordinary Shares issuable to Tencent, the “Anti-Dilution Issuance Shares”); and (ii) all consideration received by the Company as a result of the issuance, delivery or sale of any Company Securities to any person in connection with any Issuance Obligation shall be distributed or otherwise allocated to all the shareholders of the Company immediately prior to July 12, 2016 (including Tencent) ratably in proportion to the number of Ordinary Shares held by such shareholder in the Company immediately prior to July 12, 2016. The Company and each Shareholder shall take all necessary actions to give effect to and consummate the Anti-Dilution Issuance to Tencent in accordance with the foregoing provisions, and any Anti-Dilution Issuance Shares, when issued and delivered to Tencent, shall be deemed fully paid, duly issued and non-assessable. In the event that the Company receives a request from any person for the issuance, delivery or sale by the Company of any Company Securities to such person in connection with the Issuance Obligation, the Board shall ascertain, and if any director of the Company reasonably objects to such request with good faith basis for such objection, use reasonable efforts to take all necessary actions to contest the validity of such request before the issuance, delivery or sale by the Company of any Company Securities to such person. The obligation of the Company with respect to the Anti-Dilution Issuance to Tencent under this Section 11.20 shall terminate and be of no further force or effect upon the earlier of (i) immediately prior to the consummation of a QIPO, or (ii) the date when the Company becomes subject to the reporting requirements of the Exchange Act or analogous reporting requirements in an alternative listing jurisdiction. Notwithstanding the definition of Affiliates, the parties agree that for purposes of this Section 11.20, Affiliates of Tencent shall exclude the Group Companies or any of the Group Companies’ Controlled Affiliates.CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83
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Release of Obligations. The Company hereby irrevocable agrees If (x) the Manufacturer Delivery shall not have occurred on or prior to the Prepayment Date, (y) (I) the Manufacturer Delivery shall have occurred, (II) the Delivery Date shall not have occurred on or prior to the Cut-Off Date and confirms that with respect to each Shareholder that is an Existing Shareholder and (III) Lessee shall not have assumed the Company itselfSecured Certificates by the Determination Date, and each Shareholder that is an Existing Shareholder hereby irrevocably agrees and confirms only with respect to subclauses or (z) (i) a Triggering Event shall have occurred on or prior to the Prepayment Date, (ii) the Delivery Date shall not have occurred and (iii) belowLessee shall not have assumed the Secured Certificates, severally then, in such event, the Owner Trustee shall not purchase the Aircraft from Lessee, and not jointly, that, solely with respect to such Shareholder, (i) the number of Ordinary Shares held by such Shareholder as set forth in the Cap Table in Schedule D parties to the July 2016 SHA (“Cap Table”) was true and accurate as of July 12, 2016; (ii) each issuance of shares by the Company as shown in the Cap Table and the register of members of the Company to each Shareholder as of July 12, 2016 had been duly authorized and approved; and (iii) as of July 12, 2016, other than the Tencent ESOP and the Disclosed Issuance Obligation, there were Operative Documents shall have no outstanding options, warrants, convertible securities further obligations or other rights, agreements, arrangements or commitments of any kind by which the Company is bound obligating it to issue, deliver or sell any Company Securities to such Shareholder or any other person (such obligations of the Company as of July 12, 2016, together with the Disclosed Issuance Obligation but, for the avoidance of doubt, excluding the Tencent ESOP and the issuance of Ordinary Shares upon the exercise of options liabilities under the 2014 ESOP, the “Issuance Obligation”). This Agreement shall constitute an unconditional and irrevocable waiver and release by each Shareholder that is an Existing Shareholder, on behalf of itself and its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Releasing Parties”) of (a) all Issuance Obligations of the Company to each such Shareholder or its Affiliates, except for the Disclosed Issuance Obligation, and (b) any and all actions, causes of action, suits, proceedings, claims and demands whatsoever, in law or in equity, of every kind and description, which such Releasing Party ever had, now has, or hereafter can, shall or may have against the Company, its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Released Parties”), in each case in respect of any of the Released Parties with respect to any breach of any provisions under the Prior SHAs, the subscription or purchase agreement that such Shareholder or its Affiliates invest or acquire shareholding in the Company or any other Group Company, the Articles and applicable Law occurring or arising prior to July 12, 2016. Notwithstanding anything to the contrary contained herein, the Company and each Shareholder that is an Existing Shareholder hereby agree that, (i) concurrently with or before the issuance, delivery or sale of any Company Securities by the Company to any person (other than Tencent) in connection with any Issuance Obligation, the Company shall unconditionally issue, at no consideration, to Tencent such number of Ordinary Shares that equals to the result of (x) 110%, multiplied by (y) the same number of the Company Securities proposed to be issued, delivered or sold by the Company in connection with such Issuance Obligations (the “Anti-Dilution Issuance to Tencent”, and such Ordinary Shares issuable to Tencent, the “Anti-Dilution Issuance Shares”); and (ii) all consideration received by the Company as a result of the issuance, delivery or sale of any Company Securities to any person in connection with any Issuance Obligation shall be distributed or otherwise allocated to all the shareholders of the Company immediately prior to July 12, 2016 (including Tencent) ratably in proportion to the number of Ordinary Shares held by such shareholder in the Company immediately prior to July 12, 2016. The Company and each Shareholder shall take all necessary actions to give effect to and consummate the Anti-Dilution Issuance to Tencent in accordance with the foregoing provisions, and any Anti-Dilution Issuance Shares, when issued and delivered to Tencent, shall be deemed fully paid, duly issued and non-assessable. In the event that the Company receives a request from any person for the issuance, delivery or sale by the Company of any Company Securities to such person in connection with the Issuance Obligation, the Board shall ascertain, and if any director of the Company reasonably objects to such request with good faith basis for such objection, use reasonable efforts to take all necessary actions to contest the validity of such request before the issuance, delivery or sale by the Company of any Company Securities to such person. The obligation of the Company said Operative Documents with respect to the Anti-Dilution Issuance Aircraft, including the obligation of the Owner Participant to Tencent under this Section 11.20 participate in the payment of Lessor's Cost of the Aircraft, and such documents shall terminate and be of have no further force or effect upon with respect to the earlier Aircraft; PROVIDED, HOWEVER, that (I) in the case of clause (x) above, Lessee shall provide no later than the Prepayment Date notice of prepayment to the Indenture Trustee and the Secured Certificates shall be prepaid on the 15th day following the Prepayment Date as provided in Section 2.10(c) of the Trust Indenture and Section 18(c) hereof, (II) in the case of clause (y) above, Lessee shall provide no later than the Determination Date notice of prepayment to the Indenture Trustee and the Secured Certificates shall be prepaid on the 15th day after the Determination Date as provided in Section 2.10(d) of the Trust Indenture and Section 18(d) hereof, and (III) in the case of clause (z) above, Lessee shall provide no later than the date of occurrence of the Triggering Event notice of prepayment to the Indenture Trustee and the Secured Certificates shall be prepaid on the 15th day following the occurrence of such Triggering Event as provided in Section 2.10(e) of the Trust Indenture and Section 18(e) hereof; and PROVIDED FURTHER, that (i) immediately prior Lessee's obligation to indemnify such parties to the consummation of a QIPOextent provided in such documents, shall not be diminished or modified in any respect and (ii) the date when the Company becomes subject to the reporting requirements obligations of the Exchange Act or analogous reporting requirements in an alternative listing jurisdiction. Notwithstanding the definition of AffiliatesOwner Trustee, the parties agree that for purposes of this Indenture Trustee and Lessee to return funds and pay interest, costs, expenses and other amounts thereon or in respect thereof as provided in Section 11.20, Affiliates of Tencent 1(d) and Section 18 hereof shall exclude the Group Companies or any of the Group Companies’ Controlled Affiliatescontinue.
Appears in 1 contract
Release of Obligations. The Company hereby irrevocable agrees and confirms that with respect to each Shareholder that is an Existing Shareholder and the Company itself, and each Shareholder that is an Existing Shareholder hereby irrevocably agrees and confirms only with respect to subclauses (i) and (iii) below, severally and not jointly, that, solely with respect to such Shareholder, (i) the number of Ordinary Shares held by such Shareholder as set forth in the Cap Table in Schedule D to the July 2016 SHA (“Cap Table”) was true and accurate as of July 12, 2016; (ii) each issuance of shares by the Company as shown in the Cap Table and the register of members of the Company to each Shareholder as of July 12, 2016 had been duly authorized and approved; and (iii) as of July 12, 2016, other than the Tencent ESOP and the Disclosed Issuance Obligation, there were no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind by which the Company is bound obligating it to issue, deliver or sell any Company Securities to such Shareholder or any other person (such obligations of the Company as of July 12, 2016, together with the Disclosed Issuance Obligation but, for the avoidance of doubt, excluding the Tencent ESOP and the issuance of Ordinary Shares upon the exercise of options under the 2014 ESOP, the “Issuance Obligation”). This Agreement shall constitute an unconditional and irrevocable waiver and release by each Shareholder that is an Existing Shareholder, on behalf of itself and its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Releasing Parties”) of (a) all Issuance Obligations of the Company to each such Shareholder or The Opioid Trust (and its Affiliates, except for the Disclosed Issuance Obligation, successors and (b) any and all actions, causes of action, suits, proceedings, claims and demands whatsoeverassigns, in law part or in equity, whole) hereby irrevocably agree that any Subsidiary Settlement Party shall automatically be released from its obligations hereunder and its Guarantee and cease to be a Subsidiary Settlement Party upon (x) consummation of every kind any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or (y) the release or discharge (giving effect to any concurrent release of any Indebtedness) of its primary obligations and description, which guarantees by such Releasing Subsidiary Settlement Party ever had, now has, or hereafter can, shall or may have against the Company, its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Released Parties”)in respect of all Reference Indebtedness, in each case following a written request by a Primary Obligor to the Opioid Trust requesting that such person no longer constitutes a Subsidiary Settlement Party and certifying its entitlement to the requested release and, in the case of a release pursuant to clause (y), setting forth the details of its compliance with the following clauses (A) through (E); provided that any such release pursuant to preceding clause (y) shall only be effective if (A) no Event of Default has occurred and is continuing or would result therefrom, (B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Section 6.01 (for purposes of this clause (B), with the Primary Obligors being required to reclassify any such Indebtedness made in reliance upon such Subsidiary being a Subsidiary Settlement Party on another basis as would be permitted by such Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)), (C) if such Subsidiary is a person described in Section 9.18(b)(i)(y)(1) of the Takeback Term Loan Credit Agreement (as in effect on the Effective Date) or such Subsidiary guaranteed Reference Indebtedness even though it was not required at such time to do so, then at the time of such release (and after giving effect thereto), all Investments previously made in such Subsidiary after the Effective Date would then would then be permitted to be made in accordance with Section 6.04 (for purposes of this clause (C), with the Primary Obligors being required to reclassify any such Investments made in reliance upon such Subsidiary being a Subsidiary Settlement Party on another basis as would be permitted by such Section), and any Dispositions previously made to such Subsidiary after the Effective Date would then be permitted to be made in accordance with the relevant provisions of Section 6.05 as if the same were made to a Subsidiary that was not a Subsidiary Settlement Party (and all items described above in this clause (C) shall thereafter be deemed recharacterized as provided above in this clause (C)), (D) to the extent that the release from obligations in respect of any of Reference Indebtedness relies upon such Subsidiary ceasing to be a Wholly Owned Subsidiary, the Released Parties transaction pursuant to which such Subsidiary ceases to be a Wholly Owned Subsidiary arises from legitimate business transactions with third parties and (E) such Subsidiary shall not be (or shall be concurrently be released as) a primary obligor or a guarantor with respect to any breach of any provisions under the Prior SHAs, the subscription or purchase agreement that such Shareholder or its Affiliates invest or acquire shareholding in the Company or any other Group Company, the Articles and applicable Law occurring or arising prior to July 12, 2016. Notwithstanding anything to the contrary contained herein, the Company and each Shareholder that is an Existing Shareholder hereby agree that, (i) concurrently with or before the issuance, delivery or sale of any Company Securities by the Company to any person (other than Tencent) in connection with any Issuance Obligation, the Company shall unconditionally issue, at no consideration, to Tencent such number of Ordinary Shares that equals to the result of (x) 110%, multiplied by (y) the same number of the Company Securities proposed to be issued, delivered or sold by the Company in connection with such Issuance Obligations (the “Anti-Dilution Issuance to Tencent”, and such Ordinary Shares issuable to Tencent, the “Anti-Dilution Issuance Shares”); and (ii) all consideration received by the Company as a result of the issuance, delivery or sale of any Company Securities to any person in connection with any Issuance Obligation shall be distributed or otherwise allocated to all the shareholders of the Company immediately prior to July 12, 2016 (including Tencent) ratably in proportion to the number of Ordinary Shares held by such shareholder in the Company immediately prior to July 12, 2016. The Company and each Shareholder shall take all necessary actions to give effect to and consummate the Anti-Dilution Issuance to Tencent in accordance with the foregoing provisions, and any Anti-Dilution Issuance Shares, when issued and delivered to Tencent, shall be deemed fully paid, duly issued and non-assessable. In the event that the Company receives a request from any person for the issuance, delivery or sale by the Company of any Company Securities to such person in connection with the Issuance Obligation, the Board shall ascertain, and if any director of the Company reasonably objects to such request with good faith basis for such objection, use reasonable efforts to take all necessary actions to contest the validity of such request before the issuance, delivery or sale by the Company of any Company Securities to such person. The obligation of the Company with respect to the Anti-Dilution Issuance to Tencent under this Section 11.20 shall terminate and be of no further force or effect upon the earlier of (i) immediately prior to the consummation of a QIPO, or (ii) the date when the Company becomes subject to the reporting requirements of the Exchange Act or analogous reporting requirements in an alternative listing jurisdiction. Notwithstanding the definition of Affiliates, the parties agree that for purposes of this Section 11.20, Affiliates of Tencent shall exclude the Group Companies or any of the Group Companies’ Controlled AffiliatesReference Indebtedness.
Appears in 1 contract
Samples: Opioid Deferred Cash Payments Agreement (Mallinckrodt PLC)
Release of Obligations. The Company hereby irrevocable agrees and confirms that with respect to each Shareholder that is an Existing Shareholder and the Company itself, and each Shareholder that is an Existing Shareholder hereby irrevocably agrees and confirms only with respect to subclauses (i) and (iii) below, severally and not jointly, that, solely with respect to such Shareholder, (i) the number of Ordinary Shares held by such Shareholder as set forth in the Cap Table in Schedule D to the July 2016 SHA Prior Agreement (“Cap Table”) was true and accurate as of July 12, 2016; (ii) each issuance of shares by the Company as shown in the Cap Table and the register of members of the Company to each Shareholder as of July 12, 2016 had been duly authorized and approved; and (iii) as of July 12, 2016, other than the Tencent ESOP and the Disclosed Issuance Obligation, there were no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind by which the Company is bound obligating it to issue, deliver or sell any Company Securities to such Shareholder or any other person (such obligations of the Company as of July 12, 2016, together with the Disclosed Issuance Obligation but, for the avoidance of doubt, excluding the Tencent ESOP and the issuance of Ordinary Shares upon the exercise of options under the 2014 ESOP, the “Issuance Obligation”). This Agreement shall constitute an unconditional and irrevocable waiver and release by each Shareholder that is an Existing Shareholder, on behalf of itself and its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Releasing Parties”) of (a) all Issuance Obligations of the Company to each such Shareholder or its Affiliates, except for the Disclosed Issuance Obligation, and (b) any and all actions, causes of action, suits, proceedings, claims and demands whatsoever, in law or in equity, of every kind and description, which such Releasing Party ever had, now has, or hereafter can, shall or may have against the Company, its Subsidiaries, Affiliates, current and former officers, directors, employees, commissioners, and agents, and predecessors, successors and assigns (collectively, “Released Parties”), in each case in respect of any of the Released Parties with respect to any breach of any provisions under the Prior SHAs, the subscription or purchase agreement that such Shareholder or its Affiliates invest or acquire shareholding in the Company or any other Group Company, the Articles and applicable Law occurring or arising prior to July 12, 2016. Notwithstanding anything to the contrary contained herein, the Company and each Shareholder that is an Existing Shareholder hereby agree that, (i) concurrently with or before the issuance, delivery or sale of any Company Securities by the Company to any person (other than Tencent) in connection with any Issuance Obligation, the Company shall unconditionally issue, at no consideration, to Tencent such number of Ordinary Shares that equals to the result of (x) 110%, multiplied by (y) the same number of the Company Securities proposed to be issued, delivered or sold by the Company in connection with such Issuance Obligations (the “Anti-Dilution Issuance to Tencent”, and such Ordinary Shares issuable to Tencent, the “Anti-Dilution Issuance Shares”); and (ii) all consideration received by the Company as a result of the issuance, delivery or sale of any Company Securities to any person in connection with any Issuance Obligation shall be distributed or otherwise allocated to all the shareholders of the Company immediately prior to July 12, 2016 (including Tencent) ratably in proportion to the number of Ordinary Shares held by such shareholder in the Company immediately prior to July 12, 2016. The Company and each Shareholder shall take all necessary actions to give effect to and consummate the Anti-Dilution Issuance to Tencent in accordance with the foregoing provisions, and any Anti-Dilution Issuance Shares, when issued and delivered to Tencent, shall be deemed fully paid, duly issued and non-assessable. In the event that the Company receives a request from any person for the issuance, delivery or sale by the Company of any Company Securities to such person in connection with the Issuance Obligation, the Board shall ascertain, and if any director of the Company reasonably objects to such request with good faith basis for such objection, use reasonable efforts to take all necessary actions to contest the validity of such request before the issuance, delivery or sale by the Company of any Company Securities to such person. The obligation of the Company with respect to the Anti-Dilution Issuance to Tencent under this Section 11.20 shall terminate and be of no further force or effect upon the earlier of (i) immediately prior to the consummation of a QIPO, or (ii) the date when the Company becomes subject to the reporting requirements of the Exchange Act or analogous reporting requirements in an alternative listing jurisdiction. Notwithstanding the definition of Affiliates, the parties agree that for purposes of this Section 11.20, Affiliates of Tencent shall exclude the Group Companies or any of the Group Companies’ Controlled Affiliates.,
Appears in 1 contract
