Options, Reserved Shares. Immediately prior to the Closing, the Company has reserved 29,128,936 Ordinary Shares for the issuance to employees pursuant to the employee stock option plans of the Company (the “ESOP”) and no options exercisable for any of such Ordinary Shares under the ESOP have been issued. Furthermore, the Company has reserved: (i) 3,592,469 Ordinary Shares for issuance upon the conversion of Series A-1 Preferred Shares; (ii) 11,920,990 Ordinary Shares for issuance upon the conversion of Series A-2 Preferred Shares; (iii) 10,579,436 Ordinary Shares for issuance upon the conversion of Series B-1 Preferred Shares; (iv) 1,389,064 Ordinary Shares for issuance upon the conversion of Series B-2 Preferred Shares; (v) 7,298,927 Ordinary Shares for issuance upon the conversion of Series B-3 Preferred Shares; (vi) 14,620,739 Ordinary Shares for issuance upon the conversion of Series B-4 Preferred Shares; (vii) 2,821,509 Ordinary Shares for issuance upon the conversion of Series C-1 Preferred Shares; (viii) 11,913,039 Ordinary Shares for issuance upon the conversion of Series C-2 Preferred Shares; and (ix) 12,080,213 Ordinary Shares for issuance upon the conversion of Series C-3 Preferred Shares (the “Series C-3 Conversion Shares”). Except for (i) the conversion privileges of the Preferred Shares, (ii) the ESOP, and (iii) the preemptive rights provided in the Sixth Amended and Restated Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit D (the “Shareholders Agreement”), there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this Section 3.2(c), no shares of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).
Appears in 3 contracts
Samples: Series C 3 Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series C 3 Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Series C 3 Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Options, Reserved Shares. Immediately prior to the Closing, the Company has reserved 29,128,936 Ordinary Shares for the issuance to employees pursuant to the employee stock option plans of the Company (the “ESOP”) and no options exercisable for any of such Ordinary Shares under the ESOP have been issued. Furthermore, the Company has reserved:
(i) 3,592,469 Ordinary Shares for issuance upon the conversion of Series A-1 Preferred Shares;
(ii) 11,920,990 Ordinary Shares for issuance upon the conversion of Series A-2 Preferred Shares;
(iii) 10,579,436 Ordinary Shares for issuance upon the conversion of Series B-1 Preferred Shares;
(iv) 1,389,064 Ordinary Shares for issuance upon the conversion of Series B-2 Preferred Shares;
(v) 7,298,927 Ordinary Shares for issuance upon the conversion of Series B-3 Preferred Shares;
(vi) 14,620,739 Ordinary Shares for issuance upon the conversion of Series B-4 Preferred Shares;
(vii) 2,821,509 Ordinary Shares for issuance upon the conversion of Series C-1 Preferred Shares (the “Series C-1 Conversion Shares;”); and
(viii) 11,913,039 Ordinary Shares for issuance upon the conversion of Series C-2 Preferred Shares; and
(ix) 12,080,213 Ordinary Shares for issuance upon the conversion of Series C-3 Preferred Shares (the “Series C-3 C-2 Conversion Shares”, together with the Series C-1 Conversion Shares, collectively, the “Series C Conversion Shares”). Except for (i) the conversion privileges of the Preferred Shares, (ii) the ESOP, and (iii) the preemptive rights provided in the Sixth Fifth Amended and Restated Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit D E (the “Shareholders Agreement”), there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this Section 3.2(c), no shares of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).
Appears in 3 contracts
Samples: Series C Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series C Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Series C Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Options, Reserved Shares. Immediately prior to the Closing, subject to the completion of the ESOP Adjustment, the Company has reserved 29,128,936 1,199,576,760 Class A Ordinary Shares for the issuance to employees pursuant to the employee stock option plans of the Company (the “ESOP”) ESOP and no options exercisable for any of such Ordinary Shares under the ESOP have been issued. Furthermore, the Company has reserved:
(i) 3,592,469 71,849,380 Class A Ordinary Shares for issuance upon the conversion of Series A-1 Preferred Shares;
(ii) 11,920,990 238,419,800 Class A Ordinary Shares for issuance upon the conversion of Series A-2 Preferred Shares;
(iii) 10,579,436 211,588,720 Class A Ordinary Shares for issuance upon the conversion of Series B-1 Preferred Shares;
(iv) 1,389,064 27,781,280 Class A Ordinary Shares for issuance upon the conversion of Series B-2 Preferred Shares;
(v) 7,298,927 145,978,540 Class A Ordinary Shares for issuance upon the conversion of Series B-3 Preferred Shares;
(vi) 14,620,739 292,414,780 Class A Ordinary Shares for issuance upon the conversion of Series B-4 Preferred Shares;
(vii) 2,821,509 56,430,180 Class A Ordinary Shares for issuance upon the conversion of Series C-1 Preferred Shares;
(viii) 11,913,039 238,260,780 Class A Ordinary Shares for issuance upon the conversion of Series C-2 Preferred Shares; and;
(ix) 12,080,213 241,604,260 Class A Ordinary Shares for issuance upon the conversion of Series C-3 Preferred Shares; and
(x) 551,174,340 Class A Ordinary Shares for issuance upon the conversion of Series D Preferred Shares (the “Series C-3 D Conversion Shares”). Except for (i) the conversion rights and privileges of the Preferred Shares, (ii) the ESOP, and (iii) the preemptive rights provided set forth in the Sixth Amended and Restated Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit D (the “Shareholders Agreement”)Transaction Documents, there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Except the Series D Purchased Shares issued pursuant to and in accordance with this Agreement, the share capital of the Company remains the same as set out in this Section 3.2 as at Closing. Apart from the exceptions noted in this Section 3.2(c)3.2, no shares of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights of any kind with respect to purchase such the shares of the Company (whether in favor of the Company or any other person)Person) , pursuant to any agreement or commitment to which the Company is a party, except for any right imposed or disclosed under the Transaction Documents.
Appears in 3 contracts
Samples: Series D Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
