“Lien” means any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge, easement, adverse claim, restrictive covenant, or other restriction or limitation of any kind whatsoever, including any restriction on the use, voting, transfer, receipt of income, or exercise of any attributes of ownership.
“Management Rights Letter” shall mean the management rights letter to be executed by the Company and the Investor on or prior to the Closing in form and substance satisfactory to the Investor.
“Material Adverse Effect” shall mean any (a) event, occurrence, fact, condition, change or development that has had, has, or could reasonably be expected to have a material adverse effect on the business, properties, assets, employees, operations, results of operations, condition (financial or otherwise), prospects or liabilities of the Group Companies taken as a whole, (b) material impairment of the ability of any Warrantor to perform the material obligations of such Person hereunder or under any other Transaction Documents, as applicable, or (c) material impairment of the validity or enforceability of this Agreement or any other Transaction Document against any Group Company, Founder or Founder Holdco.
“MOFCOM” shall have the meaning ascribed to it in Section 3.5(g).
“Non-Disclosing Parties” shall have the meaning ascribed to it in Section 9.4.
“OFAC” shall have the meaning ascribe to in Section 3.25
“Ordinary Shares” shall mean, collectively, the Class A Ordinary Shares and the Class B Ordinary Shares.
“Person” shall mean any individual, sole proprietorship, partnership, limited partnership, limited liability company, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or governmental or regulatory authority or other enterprise or entity of any kind or nature.
“PRC” shall mean the People’s Republic of China, but solely for purposes of this Agreement and the other Transaction Documents, excluding Hong Kong, the Macau Special Administrative Region and the Islands of Taiwan.
“PRC Companies” and “PRC Company” shall have the meaning ascribed to it in the preamble of this Agreement.
“PRC GAAP” shall mean the generally accepted accounting principles in the PRC.
“Preferred Shares” shall mean, collectively, the Series Seed Preferred Shares, the Series A-1 Preferred Shares, the Series A-2 Preferred Shares, the Series B-1 Preferred Shares, the Series B-2 Preferred Shares, the Series B-3 Preferred Shares, the Series B-3+ Preferred Shares, the Series C Preferred Shares, and the Series D Preferred Shares.
“Prior Financing Documents” shall mean, collectively, the transaction documents entered into by and among the Company, any other Warrantor and any holder of Preferred Shares in connection with the issuance and allotment of any Preferred Shares to such holder prior to the date hereof.
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