MCOX [Mecox Lane] SC 13D/A: (Original Filing)
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[EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Xin Zhou ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Neil Nanpeng Shen ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of SINA Corporation ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION STRICTLY PRIVATE AND CONFIDENTIAL To: Borrower 11/F Qiushi Building, No 383 Guangyan Road, Zhabei District, Shanghai 200072, Peoples Republic of China Attention: April 15, 2016 Dear Sirs: EJ Commitment Letter We, Mandated Lead Arranger Underwriter Facility Acquisition The Facility shall be used (a) to finance part of the Merger Consideration to be paid in connection with the] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantors Guarantor Guaranteed Party LIMITED GUARANTEE, dated as of April 15, 2016 (this 1. GUARANTEE Merger Agreement Parent Merger Sub Annex I Guaranteed Percentage provided Maximum Amount (b) (c) 2. NATURE OF GUARANTEE 3. CERTAIN WAIVERS 2 Each Guarantor hereby covenants and agrees that it shall not, and shall cause its Related Persons] [EXECUTION VERSION ROLLOVER AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Shares Owned Shares Share Awards Schedule A WHEREAS,] [EXECUTION VERSION VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This VOTING AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Shares Schedule A Owned Shares Securities WHEREAS, as of the date] [Execution Version SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT among XIN ZHOU NEIL NANPENG SHEN and SINA CORPORATION Dated as of April 15, 2016 TABLE OF CONTENTS ARTICLE I ARRANGEMENTS; ADDITIONAL CONSORTIUM MEMBERS 2 Section 1.01 Holdco, Merger Sub and Arrangements 2 Section 1.02 Additional Consortium Members 2 ARTICLE II PARTICIPATION IN TRANSACTION; ADVISORS; APPROVALS 2 Section 2.01 Transaction Process 2] []
[CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEMILEDS CORPORATION 1. 2. 3. 4. Executed Trung Tri Doan Chief Executive Officer EX-3.1 2 a16-6910_4ex3d1.htm EX-3.1] [SemiLEDs Announces Reverse Stock Split Hsinchu, Taiwan (April 1 5 , 201 6 ) The Trading of the Companys common stock on the NASDAQ Capital Market will continue, on a split-adjusted basis, with the opening of the markets on The Company has retained its transfer agent, American Stock Transfer & Trust Company, LLC (AST), to act as its exchange] []
[EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Xin Zhou ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of Neil Nanpeng Shen ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No] [EXECUTION VERSION EQUITY COMMITMENT LETTER April 15, 2016 E-House Holdings Ltd. c/o 11/F Qiushi Building No. 383 Guangyan Road Zhabei District Shanghai 200072 Peoples Republic of China Ladies and Gentlemen: Investor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitments of SINA Corporation ( 1. Commitment Commitment provided 2. Conditions 3. Enforceability 4. No Recourse] [EXECUTION VERSION STRICTLY PRIVATE AND CONFIDENTIAL To: Borrower 11/F Qiushi Building, No 383 Guangyan Road, Zhabei District, Shanghai 200072, Peoples Republic of China Attention: April 15, 2016 Dear Sirs: EJ Commitment Letter We, Mandated Lead Arranger Underwriter Facility Acquisition The Facility shall be used (a) to finance part of the Merger Consideration to be paid in connection with the] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantors Guarantor Guaranteed Party LIMITED GUARANTEE, dated as of April 15, 2016 (this 1. GUARANTEE Merger Agreement Parent Merger Sub Annex I Guaranteed Percentage provided Maximum Amount (b) (c) 2. NATURE OF GUARANTEE 3. CERTAIN WAIVERS 2 Each Guarantor hereby covenants and agrees that it shall not, and shall cause its Related Persons] [EXECUTION VERSION ROLLOVER AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Shares Owned Shares Share Awards Schedule A WHEREAS,] [EXECUTION VERSION VOTING AGREEMENT Agreement Parent Company Schedule A Shareholder Shareholders This VOTING AGREEMENT (this Merger Sub Merger Agreement Merger WHEREAS, Parent, E-House Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ( Shares Schedule A Owned Shares Securities WHEREAS, as of the date] [Execution Version SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT among XIN ZHOU NEIL NANPENG SHEN and SINA CORPORATION Dated as of April 15, 2016 TABLE OF CONTENTS ARTICLE I ARRANGEMENTS; ADDITIONAL CONSORTIUM MEMBERS 2 Section 1.01 Holdco, Merger Sub and Arrangements 2 Section 1.02 Additional Consortium Members 2 ARTICLE II PARTICIPATION IN TRANSACTION; ADVISORS; APPROVALS 2 Section 2.01 Transaction Process 2] []
[Taomee Announces Shareholder Approval of Merger Agreement About Taomee Holdings Limited Taomee Holdings Limited (Taomee or the Company) is Chinas leading player in childrens entertainment and media. Its award winning content offerings are both engaging and educational, endearing it to children, as well as to parents and teachers. The Company was founded in 2007 with the mission to bring joy] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, Peoples Republic of China +86 (21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]
[CNshangquan Limited 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ 3. SEC Use Only 4. Source of Funds (See Instructions) OO Number of Shares Beneficially Owned by Each Reporting Person With: 5. ¨ 6. Citizenship or Place of Organization British Virgin Islands 7. Sole Voting Power 8. Shared Voting Power]
[Additional Information about the Transaction The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the Companys shareholders with respect to the merger. Information regarding the persons who may be considered participants in the solicitation of proxies will be] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among E-HOUSE HOLDINGS LTD., E-HOUSE MERGER SUB LTD. and E-HOUSE (CHINA) HOLDINGS LIMITED Dated April 15, 2016 TABLE OF CONTENTS Page Article I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [E-HOUSE (CHINA) HOLDINGS LIMITED Qiushi Building, 11/F No.383 Guangyan Road, Zhabei District Shanghai 200072 Peoples Republic of China Form 20-F x o o o E-House (China) Holdings Limited By]
[Taomee Announces Shareholder Approval of Merger Agreement About Taomee Holdings Limited Taomee Holdings Limited (Taomee or the Company) is Chinas leading player in childrens entertainment and media. Its award winning content offerings are both engaging and educational, endearing it to children, as well as to parents and teachers. The Company was founded in 2007 with the mission to bring joy] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, Peoples Republic of China +86 (21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]