Common use of Conditions of the Purchaser Clause in Contracts

Conditions of the Purchaser. The obligation of the Purchaser to purchase the Purchased Shares from the Company as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Shares shall have been completed. (ii) Each of the representations and warranties of the Company contained in Section 2.1 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement. (iv) The ADSs shall have been listed on the New York Stock Exchange, subject only to official notice of issuance. (v) The initial closing of the Offering shall have been consummated in accordance with the terms of the underwriting agreement relating to the Offering (the “Underwriting Agreement”).

Appears in 7 contracts

Samples: Share Purchase Agreement (Youdao, Inc.), Share Purchase Agreement (Youdao, Inc.), Share Purchase Agreement (Youdao, Inc.)

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Conditions of the Purchaser. The obligation of the Purchaser to purchase the Purchased Shares from the Company as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Shares shall have been completed. (ii) Each of the representations and warranties of the Company contained in Section 2.1 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement. (iv) The ADSs shall have been listed on the New York Stock Exchange, subject only to official notice of issuance. (v) The initial closing of the Offering shall have been consummated in accordance with the terms of the underwriting underwritng agreement relating to the Offering (the “Underwriting Agreement”).

Appears in 2 contracts

Samples: Share Purchase Agreement (Youdao, Inc.), Share Purchase Agreement (Youdao, Inc.)

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Conditions of the Purchaser. The obligation of the Purchaser to purchase the Purchased Shares from the Company as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Shares shall have been completed. (ii) Each of the representations and warranties of the Company contained in Section 2.1 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement. (iv) The ADSs shall have been listed on the New York Stock Exchange, subject only to official notice of issuance. (v) The initial intial closing of the Offering shall have been consummated in accordance with the terms of the underwriting underwritng agreement relating to the Offering (the “Underwriting Agreement”).

Appears in 2 contracts

Samples: Share Purchase Agreement (Youdao, Inc.), Share Purchase Agreement (Youdao, Inc.)

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