Founders' Interest in Shanghai ▇▇▇▇▇▇ Clause Samples

Founders' Interest in Shanghai ▇▇▇▇▇▇. The Founders jointly and severally represent to SAIF as follows: (i) they are the only record and beneficial owners of all the interest in the registered capital of Shanghai ▇▇▇▇▇▇, free and clear of all liens, security interest, pledges, claims, restrictions, equities, charges and encumbrances of any nature whatsoever (the "Encumbrances") except for the grant of the options set forth below. Each of the Founders jointly and severally undertakes to SAIF that he will not transfer, alienate or dispose of any interest in the registered capital of Shanghai ▇▇▇▇▇▇ or create any Encumbrances on the registered capital of Shanghai ▇▇▇▇▇▇ (except for the grant of options pursuant to this Agreement) without the consent of SAIF. Each Founder hereby grants an option to BVI ▇▇▇▇▇▇ or a Person designated in writing by BVI ▇▇▇▇▇▇ to purchase for RMB 10,000 either all his interest in the register capital of Shanghai ▇▇▇▇▇▇ or substantially all the assets of Shanghai ▇▇▇▇▇▇ remaining after the Completion of the Plan, including, without limitation, the ICP License, subject to applicable restrictions under PRC law.
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Related to Founders' Interest in Shanghai ▇▇▇▇▇▇

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • DISTRIBUTION OF DISSOCIATING MEMBERS INTEREST Upon determination of the dissociating Members’ interest value, the value will be a debt of the Company. The dissociating Member will only be able to demand payment of this debt at dissolution of the Company or by the following method: (a) The Company will make timely payments. (b) The Company will only be required to make payments towards dissociating Member’s debt if the Company is profitable and passes income to current Members. (c) The Company must make a debt payment to the dissociating Member if the Company’s income surpassed 50% of the total determined value of the dissociating Members’ interest in a taxable year. (Example: If dissociating Members’ value was $100,000 and current Member(s) received over $50,000 taxable income in the taxable year, the Company would owe a debt payment to dissociating Member. If current Member(s) only received $40,000 in passed income, there would be no payment due.) (d) The debt payment must be at least 10% of the value of the passed income to current Members. (e) The company must make payment to dissociating Member within sixty (60) days of the end of the Company’s taxable year. (f) The payment schedule will continue until the dissociating Member’s debt is paid. (g) If the Company dissolves, the dissociating Member will be a regular creditor and payment will follow Section ▇▇-▇▇-▇▇▇ of the Act. (h) The dissociating Member’s membership interest as assigned to current Members shall NOT accrue interest. (i) The Company may pay the amount owed to the dissociating Member at any time.

  • VALUATION OF DISSOCIATING MEMBERS INTEREST If a Member wants to exit the Company, and does not have a buyer of its membership interest, the dissociating Member will assign its interest to the current Members according to the following procedures: (a) A value must be placed upon this membership interest before assigned. (b) If the dissociating Member and current Members do not agree on the value of the membership interest, the dissociating Member must pay for a certified appraiser to assess the Company’s value, and the dissociating Members’ interest will be assigned a value according to the dissociating Member’s percentage of ownership. (c) The current Members must approve the certified appraiser used by the dissociating Member. Current Members have thirty (30) days to approve the dissociating Member’s certified appraiser from selection date of that appraiser. If current Members disapprove the certified appraiser, they must show evidence to support their disapproval of the certified appraiser as a vendor qualified to appraise the Company. Current Members may not stall the process by disapproving all certified appraisers without good faith. (d) When a certified appraiser places a value on the Company, a value will be placed on the dissociating Member’s interest according to that Member’s membership interest. (e) If the current Members disagree with the value placed on the dissociating Members’ interest, then the current Member(s) must pay for their own certified appraiser to value the Company and the dissociating Member’s interest according to the terms of this Section. (f) The current Members’ appraisal must be completed within sixty (60) days of the initial appraisal or right of current Members to dispute the value of the dissociating Member’s interest expires. (g) Upon completion of current Members’ appraisal, the dissociating Member must approve the value placed on its interest. The dissociating Member has thirty (30) days to approve this value. (h) If the dissociating Member does not approve the current Members’ appraised value, then the value of the Company will be determined by adding both appraisers’ assessed values, then dividing that value in half.