風險投資協議(英文經典版)-文庫吧在線文庫

　　

【正文】 s Oversubscription Right 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, (b) forwarding payment for its Pro Rata Share of New Securities to the Company if immediate payment is required by the terms of the Issuance Notice, and (c) if the Oversubscription Right is exercised, the amount of additional New Securities it agrees to purchase above its Pro Rata Share. Sale of New Securities. In the event an Investor fails to exercise its right of p。 (b) within 30 days after the end of each fiscal quarter of the Group, an unaudited consolidated quarterly ine statement, balance sheet and cash flow statement of the Group, quarterly management review reports detailing certain operational performance indicators of the Group and a prehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a monthtomonth basis for the uping fiscal year in a format acceptable to a majority of the Investors。 and (c) any securities of the Company granted registration rights pursuant to Section 7 or 8 of this Agreement. “ Registration Expenses” means all expenses incurred by the Company in plying with Section 7 or 8 of this Agreement, including, without limitation, all federal and state Registration, qualification, and filing fees, printing expenses, any fees, missions, expenses and disbursements of underwriters customarily paid by similarly situated panies in connection with underwritten offerings of equity securities to the public, fees and disbursements of counsel for the Company and one special counsel for all Holders (if different from counsel to the Company), Blue Sky fees and expenses, and the expense of any special audits incident to or required by any Registration, but excluding Selling Expenses. “ Registration Statement” has the meaning set forth in the definition of “ Registration” above. “ Related Party” shall mean, with respect to any Person, (a) any Affiliate of such Person, (b) each Person that serves as a director, officer, partner, executor, or trustee of such Person (or in any other similar capacity), (c) any Person with respect to which such Person serves as a general partner or trustee (or in any other similar capacity), (d) any Person that has direct or indirect beneficial ownership of voting securities or other voting interests representing at least 10 per cent. of the outstanding voting power or equity securities or other equity interests representing at least 10 per cent. of the outstanding equity interests (a “ Material Interest”) in such Person, and (e) any Person in which such Person holds a Material Interest. “ Reserved Matters” has the meaning set forth in Section of this Agreement. “ Right of First Refusal” has the meaning set forth in Section of this Agreement. “ Right of Participation” has the meaning set fort h in Section of this Agreement. 5 “ Rule [followed by a number]” means the Rule of the same number promulgated by the Commission under the Securities Act. “ Sale of the Company” means (a) the sale, lease or other disposition (in one or a series of related transactions) of all or substantially all of the Company’s assets to one Person or a group of Persons acting in concert (other than the Company or any of its Controlled Affiliates), including a sale (or multiple related sales) of one or more Subsidiaries (whether by way of merger, consolidation, recapitalization, reclassification, reanization or sale of all or substantially all of the assets or securities) which constitute all or substantially all of the consolidated assets or business of the Company, (b) the sale, exchange or transfer, in one or a series of related transactions, of a majority of the outstanding capital stock of the Company to one Person or a group of Persons acting in concert, under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Company immediately prior to such transaction beneficially own less than a majority in voting power of the outstanding capital stock of the Company or the acquiring Person immediately following such transaction, or (c) a merger, consolidation, amalgamation, recapitalization, reclassification, reanization or similar business bination transaction involving the Company under circumstances in which holders of a majority in voting power of the capital stock of the Company immediately prior to such transaction beneficially own less than a majority in voting power of the outstanding capital stock of the Company, or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. “ Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as from time to time in effect. “ Selling Expenses” means all underwriting discounts and selling missions applicable to the sale of Registrable Securities pursuant to this Agreement. “ Senior Manager” means, with respect to any Group Company, the chief executive officer of such pany and any member of management reporting directly to the board of directors or chief executive officer, managing director, chairman or legal representative of such pany. “ Sequoia Representative” has the meaning set forth in Section (a) of this Agreement. “ Series A Shares” means Series A redeemable convertible preferred shares of the Company. “ Shares” means any Ordinary Shares or Preferred Shares. “ Shareholders” means the holders of Shares, and “ Shareholder” means any one of them. “ SIG Representative” h