Common use of Issuance, Sale and Purchase of Class A Ordinary Shares Clause in Contracts

Issuance, Sale and Purchase of Class A Ordinary Shares. Subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), such number of Class A Ordinary Shares that is equal to the quotient of the Purchase Price (as defined below) divided by the Offer Price (as defined below) (the “Purchased Shares”) at a price per Ordinary Share equal to the Offer Price and for an aggregate purchase price of US$30 million (the “Purchase Price”), free and clear of all liens or encumbrances (except for restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up Agreement (as defined below)); provided, however, that (a) no fractional shares of Class A Ordinary Shares will be issued as Purchased Shares, (b) any fractions shall be rounded down to the nearest whole number of Class A Ordinary Shares, and (c) the Purchase Price will be reduced by the value of any such fractional shares of Class A Ordinary Shares (as calculated on the basis of the Offer Price). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering divided by the number of Class A Ordinary Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance upon Regulation S. The Purchase Price for the Purchased Shares shall be paid in cash as provided in Section 1.2(b).

Appears in 1 contract

Samples: Subscription Agreement (Zhihu Inc.)

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Issuance, Sale and Purchase of Class A Ordinary Shares. Subject to Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), such number of Class A Ordinary Shares that is equal to the quotient of the Purchase Price (as defined below) divided by the Offer Price (as defined below) (the “Purchased Shares”) at a price per Class A Ordinary Share equal to the Offer Price and for an aggregate purchase price of US$30 million 100,000,000 (the “Purchase Price”), free and clear of all liens or encumbrances (except for restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up Agreement (as defined below)); provided, however, that (a) no fractional shares of Class A Ordinary Shares will be issued as Purchased Shares, (b) any fractions shall be rounded down to the nearest whole number of Class A Ordinary Shares, and (c) the Purchase Price will be reduced by the value of any such fractional shares of Class A Ordinary Shares share (as calculated on the basis of the Offer Price). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering divided by the number of Class A Ordinary Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance upon Regulation S. The Purchase Price for the Purchased Shares shall be paid in cash as provided in Section 1.2(b).S.

Appears in 1 contract

Samples: Subscription Agreement (Zhihu Inc.)

Issuance, Sale and Purchase of Class A Ordinary Shares. Subject to Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), such number of Class A Ordinary Shares that is equal to the quotient of the Purchase Price (as defined below) divided by the Offer Price (as defined below) (the “Purchased Shares”) at a price per Ordinary Share equal to the Offer Price and for an aggregate purchase price of US$30 million 88,880,000 (the “Purchase Price”), free and clear of all liens or encumbrances (except for restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up Agreement (as defined below)); provided, however, that (a) no fractional shares of Class A Ordinary Shares will be issued as Purchased Shares, (b) any fractions shall be rounded down to the nearest whole number of Class A Ordinary Shares, and (c) the Purchase Price will be reduced by the value of any such fractional shares of Class A Ordinary Shares share (as calculated on the basis of the Offer Price). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering divided by the number of Class A Ordinary Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance upon Regulation S. The Purchase Price for the Purchased Shares shall be paid in cash as provided in Section 1.2(b).S.

Appears in 1 contract

Samples: Subscription Agreement (Soulgate Inc.)

Issuance, Sale and Purchase of Class A Ordinary Shares. Subject to Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), such number of Class A Ordinary Shares that is equal to the quotient of the Purchase Price (as defined below) divided by the Offer Price (as defined below) (the “Purchased Shares”) at a price per Class A Ordinary Share equal to the Offer Price and for an aggregate purchase price of US$30 25 million (the “Purchase Price”), free and clear of all liens or encumbrances (except for restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up Agreement (as defined below)); provided, however, that (a) no fractional shares of Class A Ordinary Shares will be issued as Purchased Shares, (b) any fractions shall be rounded down to the nearest whole number of Class A Ordinary Shares, and (c) the Purchase Price will be reduced by the value of any such fractional shares of Class A Ordinary Shares share (as calculated on the basis of the Offer Price). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering divided by the number of Class A Ordinary Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance upon Regulation S. The Purchase Price for the Purchased Shares shall be paid in cash as provided in Section 1.2(b).S.

Appears in 1 contract

Samples: Subscription Agreement (Burning Rock Biotech LTD)

Issuance, Sale and Purchase of Class A Ordinary Shares. Subject to Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), such number of Class A Ordinary Shares that is equal to the quotient of the Purchase Price (as defined below) divided by the Offer Price (as defined below) (the “Purchased Shares”) at a price per Ordinary Share equal to the Offer Price and for an aggregate purchase price of US$30 20 million (the “Purchase Price”), free and clear of all liens or encumbrances (except for restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up Agreement Letter (as defined below)); provided, however, that (a) no fractional shares of Class A Ordinary Shares will be issued as Purchased Shares, (b) any fractions shall be rounded down to the nearest whole number of Class A Ordinary Shares, and (c) the Purchase Price will be reduced by the value of any such fractional shares of Class A Ordinary Shares share (as calculated on the basis of the Offer Price). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering divided by the number of Class A Ordinary Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance upon Regulation S. The Purchase Price for the Purchased Shares shall be paid in cash as provided in Section 1.2(b).S.

Appears in 1 contract

Samples: Subscription Agreement (Zhihu Inc.)

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Issuance, Sale and Purchase of Class A Ordinary Shares. Subject to Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), such number of Class A Ordinary Shares that is equal to the quotient of the Purchase Price (as defined below) divided by the Offer Price (as defined below) (the “Purchased Shares”) at a price per Ordinary Share equal to the Offer Price and for an aggregate purchase price of US$30 100 million (the “Purchase Price”), free and clear of all liens or encumbrances (except for restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up Agreement (as defined below)); provided, however, that (a) no fractional shares of Class A Ordinary Shares will be issued as Purchased Shares, (b) any fractions shall be rounded down to the nearest whole number of Class A Ordinary Shares, and (c) the Purchase Price will be reduced by the value of any such fractional shares of Class A Ordinary Shares share (as calculated on the basis of the Offer Price). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering divided by the number of Class A Ordinary Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance upon Regulation S. The Purchase Price for the Purchased Shares shall be paid in cash as provided in Section 1.2(b).S.

Appears in 1 contract

Samples: Subscription Agreement (Zhihu Inc.)

Issuance, Sale and Purchase of Class A Ordinary Shares. Subject to Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), such number of Class A Ordinary Shares that is equal to the quotient of the Purchase Price (as defined below) divided by the Offer Price (as defined below) (the “Purchased Shares”) at a price per Ordinary Share equal to the Offer Price and for an aggregate purchase price of US$30 50 million (the “Purchase Price”), free and clear of all liens or encumbrances (except for restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up Agreement (as defined below)); provided, however, that (a) no fractional shares of Class A Ordinary Shares will be issued as Purchased Shares, (b) any fractions shall be rounded down to the nearest whole number of Class A Ordinary Shares, and (c) the Purchase Price will be reduced by the value of any such fractional shares of Class A Ordinary Shares share (as calculated on the basis of the Offer Price). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering divided by the number of Class A Ordinary Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance upon Regulation S. The Purchase Price for the Purchased Shares shall be paid in cash as provided in Section 1.2(b).S.

Appears in 1 contract

Samples: Subscription Agreement (PPDAI Group Inc.)

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