Common use of Absence of Sales or Purchases Clause in Contracts

Absence of Sales or Purchases. From and after December 31, 2018 to the date hereof, Purchaser, any affiliate thereof or any Person acting on behalf of Purchaser or any affiliate thereof has not, directly or indirectly, acting alone or together with any other Person, other than pursuant to this Agreement, (i) purchased or otherwise acquired, or sought, made a proposal or offered or agreed to purchase or otherwise acquire, (A) any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (B) any option, right or warrant to purchase or otherwise acquire any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares or (C) any other security or indebtedness convertible into or exchangeable for any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (ii) entered into any swap, derivative or other arrangement that transfers to Purchaser, any affiliate thereof or any Person acting on behalf of Purchaser or any affiliate thereof or any other Person the economic consequences of ownership of Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (iii) pledged, sold or otherwise disposed of, or sought, made a proposal or offered or agreed to pledge, sell or otherwise dispose of, (A) any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (B) any option, right or warrant to pledge, sell or otherwise dispose of any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares or (C) any other security or indebtedness convertible into or exchangeable for any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (iv) entered into any swap, derivative or other arrangement that transfers to another Person the economic consequences of ownership of Purchaser Common Shares, Purchaser ADSs or Ordinary Shares whether any such transaction described in clause (i), (ii), (iii) or (iv) is to be settled by delivery of Purchaser Common Shares, Purchaser ADSs or Ordinary Shares or other securities, cash or otherwise.

Appears in 2 contracts

Samples: Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (Naspers LTD)

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Absence of Sales or Purchases. From and after December 31, 2018 to the date hereof, PurchaserSeller, any affiliate thereof or any Person acting on behalf of Purchaser Seller or any affiliate thereof has not, directly or indirectly, acting alone or together with any other Person, other than pursuant to this Agreement, (i) purchased or otherwise acquired, or sought, made a proposal or offered or agreed to purchase or otherwise acquire, (A) any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (B) any option, right or warrant to purchase or otherwise acquire any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares or (C) any other security or indebtedness convertible into or exchangeable for any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (ii) entered into any swap, derivative or other arrangement that transfers to PurchaserSeller, any affiliate thereof or any Person acting on behalf of Purchaser Seller or any affiliate thereof or any other Person the economic consequences of ownership of Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (iii) pledged, sold or otherwise disposed of, or sought, made a proposal or offered or agreed to pledge, sell or otherwise dispose of, (A) any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (B) any option, right or warrant to pledge, sell or otherwise dispose of any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares or (C) any other security or indebtedness convertible into or exchangeable for any Purchaser Common Shares, Purchaser ADSs or Ordinary Shares, (iv) entered into any swap, derivative or other arrangement that transfers to another Person the economic consequences of ownership of Purchaser Common Shares, Purchaser ADSs or Ordinary Shares whether any such transaction described in clause (i), (ii), (iii) or (iv) is to be settled by delivery of Purchaser Common Shares, Purchaser ADSs or Ordinary Shares or other securities, cash or otherwise.

Appears in 2 contracts

Samples: Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (Naspers LTD)

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