Change of Control – In the event of a change of control, the retention periods set forth in all share retention agreements expire immediately. “hedging” means any agreement or security intended or executed to offset or reduce the risk of price fluctuations or price decreases in the equivalents of common shares or securities that can be exchanged or convertible into common share equivalents, and hedging includes the sale of a covered call, the purchase of a put or collar, the conclusion of a forward sale contract and the purchase or sale of other securities; or Transactions that facilitate the agreement between the interests of the holder or participant, if any, and those of the other shareholders of the Company. CONSIDERING that, having regard to the appointment and appointment rights of the director of the partnership and in order to maintain a balance between the interests of the members of the partnership and the other shareholders of the partnership, the partner has agreed to enter into this Agreement; and the Company has received extensions of each share retention agreement from the shareholders listed in Schedule 3.5, copies of which have been provided to ———— investor (the “Share Retention Agreements”). “Common share equivalent” in the case of a common share means a common share (including a common share (A) underlying one or more acquired or acquired options, restricted shares, restricted share units or other share incentives granted by the Company, (B) into which equity securities may be converted or for which equity securities are exchanged or redeemable (e.B. with respect to the redeemable preferred shares of Alternate Solutions Management Limited and B. the exchangeable common shares of PCIP I Limited and PCIP II Limited) or (C) underlying one or more warrants or other purchase rights of common shares of the Company) and (ii) in the case of an ADS, the number of common shares represented by such ADSs. “Common Shares” means the common shares of the Company with a par value of $0.000025 per share. these common share equivalents, the “hedged common share equivalents”. “Immediate Family Member” means, in respect of a person, any child under the age of 18, his or her parent or spouse. IN WITNESS WHEREOF, the Partner has unconditionally signed and delivered this Agreement as a document on the date and year first written above. “Independent Directors” means the members of the Board of Directors of the Company who are “independent” within the meaning of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. . THIS SHARE RETENTION AGREEMENT (this “Agreement”), dated [ ] is entered into and entered into by and between the undersigned (“Partner”) and Alibaba Group Holding Limited, a Cayman Islands company (the “Company”).
Learn more about FindLaw`s newsletters, including our Terms of Service and Privacy Policy. by the Company may only be carried out with the prior consent of the majority of the Company`s Independent Directors. . “ADS” means American Depositary Shares, which are common shares. This website is protected by reCAPTCHA and Google`s privacy policy and terms of use apply. “GP” means Lakeside Partners (GP) Ltd., a corporation incorporated in the Cayman Islands or any successor corporation to Lakeside Partners (GP) Ltd., a corporation incorporated in the Cayman Islands or any successor corporation to Lakeside Partners (GP) of the Partnership. “Beneficial ownership” means, in respect of an equivalent common share, being the beneficial owner of that equivalent common share. . CONSIDERING that the partner has been advised by the partnership that, in accordance with the terms of the partnership`s amended and amended exempt limited partnership agreement (as amended or amended from time to time, the “Partnership Agreement”), any breach of this agreement by the partner, unless waived by the partnership, will result in the dismissal of the partner as a partner of the company. Share Retention Agreement – Alibaba Group Holding Ltd. and Lakeside Partners LP The email address cannot be subscribed. Please try again..
THEREFORE, in light of the foregoing and other good and valuable considerations, the suitability and receipt of which are hereby acknowledged, the parties that intend to be legally bound agree and undertake to:. .