Actions at Completion. With respect to the Investor, at Completion,
(a) the Company shall:
(i) issue the Notes to the Investor or its nominee(s) free and clear of Encumbrances;
(ii) duly register the Investor or its nominee(s) as the holder of the Notes in the Company’s register maintained for registration or transfer of the Notes and deliver a copy of such register to the Investor, certified as a true, correct and complete copy by a director of the Company; and
(iii) deliver to the Investor a receipt for payment of the Consideration; and
(b) subject to Section 9, the Investor shall pay the Consideration, by wire transfer of immediately available funds to an account opened in the name of the Company, or if instructed by the Company, any Subsidiary of the Company outside the PRC in accordance with the written instructions provided by the Company to the Investor at least five (5) Business Days prior to the Completion Date.
Actions at Completion. At Completion:
(a) the Company shall, and Sohu Search shall procure that the Company shall, by all necessary action of the Board and the Existing Shareholders:
(i) adopt the Restated Charter;
(ii) re-designate all of the existing and outstanding ordinary shares into 168,310,758 Class A Ordinary Shares;
(iii) authorize and create the Class B Ordinary Shares, and issue and allot 79,368,421 Class B Ordinary Shares to the Investor;
(iv) authorize and create the Series B Preferred Shares, and issue and allot 65,431,579 Series B Preferred Shares to the Investor;
(v) appoint two nominees of the Investor as directors on the Board; for the avoidance of doubt, the total number of directors on the Board immediately after Completion shall be five;
(vi) deliver to the Investor a copy of the register of members of the Company with the Investor duly registered thereon as the owner of 79,368,421 Class B Ordinary Shares and 65,431,579 Series B Preferred Shares and all other shareholders as holders of either Class A Ordinary Shares or Series A Preferred Shares;
(vii) deliver to the Investor a copy of all Board resolutions and shareholders’ resolutions (both ordinary and special), including all attachments thereto, required to effect all the actions described in this Section 3.2(a);
(viii) deliver to the Investor a copy of the register of directors of the Company reflecting the appointments set out in Section 3.2(a)(v) above;
(ix) deliver to the Investor an opinion from Cayman Islands counsel to the Company, dated as of the Completion Date, in form and substance satisfactory to the Investor and covering the agreed matters; and
(x) appoint a Person designated by the Investor (who shall be one of the two directors appointed in Section 3.2(a)(v) above) to be an authorized signatory of the Company’s bank account into which the Cash Consideration is paid (the “Initial Bank Account”) with such signing authority as determined by the Board and agreed with the Investor.
(b) the Investor shall:
(i) pay the Cash Consideration in immediately available cleared funds and in US$ to the Initial Bank Account, details of which have been provided to the Investor by the Company at least three (3) Business Days prior to Completion; and
(ii) deliver to the Company a copy of all its board resolutions and shareholder resolutions (to the extent required by applicable laws or the constitutive documents of the Investor), including all attachments thereto, required to effect the Investor’s obligations ...
Actions at Completion. At Completion,
(a) the Company shall, with respect to an Investor:
(i) issue to such Investor the Notes in the principal amount set forth opposite such Investor’s name in Schedule 3, free and clear of all Encumbrances;
(ii) duly register without registration fee such Investor as the holder of Notes in the principal amount referred to in Section 4.2(a)(i) in the Company’s register of noteholders;
(iii) deliver to such Investor a copy of the register of noteholders of the Company as at the Completion Date, updated to reflect the issue of the relevant Notes to such Investor and certified by a director of the Company or the Company’s registered agent as a true, complete and correct copy of the original; and
(iv) deliver to such Investor definitive certificates, duly completed in the name of such Investor and reflecting such Investor’s ownership of Notes in the principal amount referred to in Section 4.2(a)(i);
(b) each of GS and Mandra shall, against compliance by the Company with the provisions of Section 4.2(a) with respect to GS or Mandra (as applicable), pay the GS Consideration and the Mandra Consideration respectively to the Company’s bank account (details of which are set out below) in USD, and shall each deliver to the Company a copy of the irrevocable wiring instructions to such Investor’s bank (known as “MT-103” and containing the SWIFT number of such remittance): Account name: AURORA MOBILE LIMITED Account No.: ###-####-### Bank: Silicon Valley Bank Bank Address: SILICON VALLEY BANK, 0000 XXXXXX XXXXX, XXXXX XXXXX, CA95054, USA SWIFT Code: XXXXXX0X
Actions at Completion. At Completion,
(a) the Purchaser shall pay or cause its Agent to pay the entire amount of the Share Purchase Price and the Note Purchase Price in cash by wire transfer of immediately available funds to an account to be notified by the Seller to the Purchaser or the Agent not later than three (3) Business Days prior to the Completion Date;
(b) the Seller shall:
(i) transfer the Sale Shares to the Purchaser, free and clear of any Encumbrances;
(ii) deliver to the Purchaser or its Agent (A) a certificate or certificates representing the Sale Shares, together with executed instruments of transfer and any required transfer stamps affixed thereto or, (B) if there is no such physical certificate(s) available, evidence to the reasonable satisfaction of the Purchaser showing that the Purchaser has been duly registered as the owner of the Sale Shares with Depositary Trust Company; and
(c) the Seller shall deliver to the Purchaser new Note in the principal amount of US$25,000,000 (substantially in the form of the Note) reissued by the Company to the Purchaser as holder pursuant to terms of the Note, free and clear of any Encumbrances.
Actions at Completion. At Completion,
(a) the Purchaser shall pay or cause its Agent to pay the entire amount of the Purchase Price in cash by wire transfer of immediately available funds to an account to be notified by the Seller to the Purchaser or the Agent not later than three (3) Business Days prior to the Completion Date;
(b) the Seller shall deliver to the Purchaser, new Notes in the principal amount of US$65,000,000 (substantially in the form of the Notes) reissued by the Company to the Purchaser as holder pursuant to terms of the Notes, free and clear of any Encumbrances; and
(c) the Seller shall cause to be delivered to the Purchaser a copy of the duly signed resignation(s), effective as of the date hereof and subject only to the acceptance by the board of directors of the Company, of the director(s) of the Company appointed or nominated by the Seller.
Actions at Completion. At Completion,
(a) the Issuer shall issue the Bond to the Investor free and clear of all Encumbrances; and
(b) the Investor shall pay the Consideration to the Issuer, and the Issuer hereby irrevocably instructs the Investor to pay the Consideration in the following manner:
(i) the Investor shall pay US$12,675,488.25 to the accounts designated by Xxxxxxx Xxxxx, the details of which are set forth in Schedule 5; and
(ii) the Investor shall pay US$7,824,511.75 to the account designated by IDG, the details of which are set forth in Schedule 5, as discharge of the Issuer’s obligations to pay the purchase prices of the Founder Target Shares (as defined in the Share Purchase Agreements) to Xxxxxxx Sachs and IDG under the Share Purchase Agreements, and the payment pursuant to the above sub-section (b)(i) and (ii) shall be treated as a full discharge of the obligation of the Investor to pay the Consideration to the Issuer.
Actions at Completion. With respect to the Investor, at Completion,
(a) the Company shall:
(i) issue the Sale Shares to the Investor;
(ii) deliver to the Investor duly issued share certificates representing the Sale Shares purchased by the Investor;
(iii) duly register the Investor as the holder of the Sale Shares in the Company’s register of members and deliver a copy of such register of members to the Investor, certified as a true, correct and complete copy by a director of the Company; and
(iv) deliver to the Investor a receipt for payment of the Consideration; and
(b) the Investor shall pay the Consideration, by wire transfer of immediately available funds to an account in the name of the Company, or if instructed by the Company, any Subsidiary of the Company outside the PRC in accordance with the written instructions provided by the Company to the Investor at least three (3) Business Days prior to the Completion Date, or in any other manner as the Parties may mutually agree.
Actions at Completion. With respect to the Investor, at Completion,
(a) the Company shall:
i. allot and issue Purchased Shares to the Investor free and clear of any Encumbrances;
ii. duly register the Investor as the holder of Purchased Shares in the Company’s register of stockholders and deliver a copy of the register of stockholders to the Investor, certified as a true, correct and complete copy by a director of the Company;
iii. deliver to the Investor a share certificate, duly completed in the name of the Investor and reflecting the Investor’s ownership of Purchased Shares; and
iv. deliver to the Investor a receipt for payment of the Consideration; and
(b) subject to Section 9, the Investor shall pay the Consideration (after deducting a pre-payment of Fees and Expenses reimbursable by the Company to the Investor pursuant to Section 9.1 in the amount of $600,000), by wire transfer of immediately available funds to an account opened in the name of the Company in accordance with the instructions given by the Company to the Investor at least ten (10) Business Days prior to the Completion Date.
Actions at Completion. At Completion,
(a) the Purchaser shall pay or cause its Agent to pay the entire amount of the Purchase Price in cash by wire transfer of immediately available funds to an account to be notified by the Seller to the Purchaser or the Agent not later than three (3) Business Days prior to the Completion Date;
(b) the Seller shall deliver to the Purchaser a new Note in the principal amount of US$25,000,000 (substantially in the form of the Note) reissued by the Company to the Purchaser as holder pursuant to terms of the Note, free and clear of any Encumbrances.
Actions at Completion. At the Completion, each and all of the following actions shall take place:
3.2.1 Subscriber and the Company shall each confirm to the other that the covenants and undertakings specified in Clause 4 have been duly performed by each Party.
3.2.2 Subscriber shall duly execute and deliver to the Depositary a written instruction authorizing the transfer of GFL Shares from the depo account of the Subscriber opened with the Depositary to the depo account of the Company opened with the Depositary, and the Company shall duly execute and deliver to the Depositary the GFL Shares acceptance instruction.
3.2.3 Following the actions described in Clause 3.
