保护性条款(英文版).docVIP

any payment of any dividend, interim or final capitalization of reserves or any other distribution of profits amongst Members; any increase, reduction or cancellation of the authorized or issued share capital of any Group Company, or any issuance, allotment, purchase or redemption of any shares or other securities convertible into or carrying a right of subscription in respect of the shares of any Group Company, or any grant or issuance of any options, rights or warrants which may require the issuance of shares of any Group Company in the future or any other action which has the effect of diluting or reducing the effective shareholding of the Series A Investors in the Company, except pursuant to the redemption of Series A Preference Shares pursuant to the Memorandum of Association and the Articles; provided, however, that the issuance by the Company of securities that do not constitute “Additional Ordinary Shares” as defined in Article 16 a iii shall not be deemed to fall within this provision and accordingly shall not require approval under this Article 19 1 b ; any creation or issuance of any debenture constituting a pledge, lien or charge whether by way of fixed or floating charge, mortgage encumbrance or other security on all or any of the undertaking, assets or rights of any Group Company except for the purpose of securing borrowings from banks or other financial institutions in the ordinary course of business not exceeding US$100,000 or its equivalent in another currency or currencies at any time in respect of any one transaction or in excess of US$500,000 or its equivalent in another currency or currencies at any time in respect of any series of related transactions in any financial year; a Sale of Assets or an Acquisition Transaction; a sale or disposition of all or substantially all of any Group Company’s shares, undertaking, goodwill or assets; any amendment of any charter document of any Group Company, including but not limited to the Memorandum