全文目录如下:
详文请参考附件
ARTICLE I DEFINITIONS AND TERMS
Section 1.03 Schedules, Annexes and Exhibits
ARTICLE II TRANSFERS AND PAYMENT
Section 2.02 Excluded Assets of the Business.
Section 2.04 Assumption of Certain Obligations of the Business
Section 2.05 Retained Liabilities of the Business
Section 2.08 Transfer of Employees.
Section 2.09 Liquidity Event Payment Right
Section 2.10 Transfers Upon Final Payment Date
Section 2.11 Demand Liquidity Event
Section 2.12 Commercial Agreement
Section 2.13 Intellectual Property License and Software Technology Services Agreement
ARTICLE III REPRESENTATIONS AND WARRANTIES OF ALIBABA
Section 3.01 Authority; Binding Effect
Section 3.02 Land Holding Company
Section 3.03 Exclusivity of Representations
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF HOLDCO, OPCO AND IPCO
Section 4.01 Organization and Qualification
Section 4.02 Authority; Binding Effect
Section 4.03 No Conflicts, Consents and Approvals
Section 4.07 HoldCo Operations
Section 4.08 No Related Party Transactions
Section 4.10 Ownership of Alibaba Share Collateral
Section 4.11 Ownership of IPCo Share Collateral
Section 4.12 Ownership of OpCo Share Capital
Section 4.14 Choice of Law; Jurisdiction
Section 4.15 Compliance with Laws
Section 4.18 Ownership of Assets; Liens
Section 4.20 IPCo Organizational Documents
Section 4.22 Land Holding Company
Section 4.23 Special Purpose Vehicle Ownership
ARTICLE V REPRESENTATIONS AND WARRANTIES OF JMY AND JT
Section 5.01 Authority; Binding Effect
Section 5.02 No Conflicts, Consents and Approvals
Section 5.04 Ownership of HoldCo
Section 5.05 Ownership of IPCo
Section 5.06 Representations and Warranties of HoldCo, OpCo and IPCo
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF YAHOO! AND SOFTBANK
Section 6.01 Authority; Binding Effect
Section 6.02 No Conflicts, Consents and Approvals
Section 6.03 Organization and Qualification
Section 7.02 Commercially Reasonable Efforts; Certain Governmental Matters
Section 7.03 Restrictions on Operations
Section 7.05 Restrictions on Transfers and Issuances
Section 7.06 Non-Circumvention
Section 7.07 Non-Disparagement
Section 7.09 Information and Review Rights
Section 7.10 Restrictions on HoldCo Liquidity Event
Section 7.11 Actions by Alibaba
Section 7.12 Independent Directors' Staff Support
Section 7.14 Employees and Employee Benefits
Section 7.15 Further Covenants
Section 8.01 Conditions to Each Party's Obligation to Effect the Transaction
Section 8.02 Conditions to Obligations of HoldCo, OpCo and IPCo
Section 8.03 Conditions to Obligations of Alibaba, Yahoo! and Soft bank
Section 9.02 Effect of Termination
Section 10.02 Amendment; Waiver
Section 10.04 Entire Agreement
Section 10.05 Parties in Interest
Section 10.06 Public Disclosure
Section 10.08 Governing Laws; Jurisdiction; Waiver of Jury Trial
Section 10.11 Rules of Construction
Section 10.12 Representations and Warranties
Section 10.13 Non-Severability
Section 10.14 English Language Only
Section 10.15 Valuation Procedure for FMV
Section 10.16 Time of the Essence
EXHIBITS
|
|
|
Exhibit A: |
|
Form of IPCo Promissory Note |
Exhibit B: |
|
Form of Legal Mortgage of Alibaba Shares |
Exhibit C: |
|
Form of Legal Mortgage of IPCo Shares |
Exhibit D: |
|
Form of IPCo Asset Charge |
Exhibit E: |
|
Form of Release Agreement |
Exhibit F: |
|
Form of IPCo Organizational Documents |
Exhibit G: |
|
Form of Alibaba Board Resolution |
Exhibit H: |
|
Form of PRC Enforceability Opinion |
Exhibit I: |
|
Form of Cayman Islands Enforceability Opinion |
Exhibit J: |
|
Form of Solvency Certificate |
|
|
|
SCHEDULES |
||
Schedule 1.01: |
|
Management Group |
Schedule 2.01 (a): |
|
Alibaba Restructuring |
Schedule 2.01 (b): |
|
Transferred Entity |
Schedule 2.02 (b): |
|
Retained Business Assets |
Schedule 2.04: |
|
Assumed Business Liabilities |
Schedule 2.08 (a): |
|
Transferred Employees |
Schedule 2.10: |
|
Cross-License Terms |
Schedule 6.04: |
|
Litigation |
|
|
|
ANNEXES |
||
Annex A: |
|
JMY Account Pledge Collateral Agreement |
Annex B: |
|
JT Account Pledge Collateral Agreement |
Annex C: |
|
Joinder Agreement |
Annex D: |
|
Shortfall Amount Mortgage |