风险投资协议(英文经典版)

风险投资协议(英文经典版)内容摘要：

nationally recognized securities exchange (including the Stock Exchange of Hong Kong) or the NASDAQ National Market or the issue or transfer of shares in a pany whose shares are listed on an internationally recognized stock exchange (including the Stock Exchange of Hong Kong) or on NASDAQ National Market for which shares approval for listing and trading has been duly obtained and which shares are issued or transferred in consideration of the acquisition of the Ordinary Shares of the Company or the shares of the Listco, provided, however, (i) that such transaction or listing shall result in aggregate proceeds to the Company of at least US$60,000,000 (before deduction for underwriters’ missions 4 and expenses), (ii) that the market capitalization of the Company or the Listco immediately after such transaction or listing shall be at least US$300,000,000, and (iii) that such transaction or listing shall be acceptable to Shareholders holding a majority of the Series A Shares. “ Register”, “ Registered”, and “ Registration” means a registration of securities effected by preparing and filing a registration statement on Form F1, S1, SB2, F3 or S3 in pliance with the Securities Act, or on any parable form in connection with a registration in a jurisdiction other than the United States (a “ Registration Statement”), and the declaration or ordering of the effectiveness of that Registration Statement by the Commission. “ Registrable Securities” means all Ordinary Shares not previously sold to the public but issued or issuable to the Investors including: (a) Ordinary Shares issuable upon conversion or exercise of any of the Preferred Shares。 (b) Ordinary Shares issued pursuant to stock splits, stock dividends, and similar distributions to 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 mis。