Examples of Tencent Director in a sentence
The Company shall, upon the appointment of the Tencent Director, enter into an indemnification agreement in the same form as applicable to other members of the Board with the Tencent Director.
In the event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the Tencent Director for purposes of this Agreement).
The Tencent Director, the Tencent Observer (as defined below) and JD Observer shall also be entitled to reimbursement and shall be reimbursed for all documented, out-of-pocket expenses properly incurred in connection with the performance of his or her services as a director or observer of the Company, including without limitation out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as other members of the Board.
In terms of OLR, the temperature-dependent gas absorptivity effect induces only a minor change compared to the Planck effect on the overall sensitivity of the outgoing irradiance flux to a small (+1 K) temperature perturbation.
The term of the Tencent Director shall automatically end once the Tencent Investors together hold less than 91,671,323 Shares of the Company (as may be adjusted by share splits, recapitalization, reorganization, consolidation or other similar transaction).
Section 2.05 No Inconsistent Amendments For so long as Tencent has the right to designate a Tencent Director or a Tencent Observer and JD to designate a JD Observer, the Company shall not amend its Memorandum and Articles in any manner (or take any similar action), and the Founder Parties agree not to take any action, that would adversely affect in any material respect the Investors’ rights under this Article II or the Company’s ability to comply with its obligations under this Article II.
A director nominated by Tencent (the “Tencent Director”), and a director nominated by Hammer (the “Hammer Director”, together with the Tencent Director, the “Series A-1 Directors”) pursuant to the Shareholders Agreement shall have been elected or appointed to the board of directors of the Company.
In addition, the Tencent Director shall be entitled to coverage and shall be insured under the Company’s directors’ and officers’ liability insurance effective upon his or her appointment to the Board, with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board.
The provisions under this Section 1 shall terminate and be of no further force or effect upon consummation of a Qualified Initial Public Offering, provided that, to the extent permitted by the applicable laws and listing rules, provisions under this Section 1 shall not terminate and shall be of full force and effect with respect to Tencent and the Tencent Director after consummation of a Qualified Initial Public Offering.
Each of the Company and the Founder Parties agree that it shall not take any action in favor of the removal of the Tencent Director.