Options, Warrants and Reserved Shares. The Company has reserved 123,584,961 Ordinary Shares for the conversion of Preferred Shares and 10,580,468 Ordinary Shares for the Option Plan. Except for (i) the conversion privileges of the Preferred Shares, the Option Plan and the GIC Warrant, (ii) the pre-emptive rights provided in the Restated Shareholders’ Agreement to be entered into upon the Closing, and (iii) other rights provided under applicable laws of the PRC, there are no other options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of the Company. Except as noted in this Section 2.1 and the rights provided in the Restated Shareholders’ Agreement, no Equity Securities 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 encumbrance, preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person).
Options, Warrants and Reserved Shares. Other than pursuant to (i) this Agreement, (ii) that certain Master Agreement dated February 17, 2021, by and among the Company, KVC Properties LLC, KVC Holding Company, LLC, Gxxxxxx Xxxxxxxxx, Kxxxxxx X. Xxxxxxxxx, Cxxxx Xxxxxx, and Dxx X. Xxxxxxxxxx, Xx., issued as of October 20, 2016, to TM/RTA Rollover, LLC, and (iii) those certain Note Purchase Agreements listed on Schedule II attached hereto, there are no outstanding options, warrants, rights (including conversion or preemptive rights), or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company’s capital stock, and no shares of the Company’s outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options, warrants, or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights to purchase such stock (whether in favor of the Company or any other person) pursuant to any agreement or commitment of the Company.
Options, Warrants and Reserved Shares. There are no outstanding options, warrants, rights (including conversion or preemption rights) or agreements for the subscription or purchase from any of the Transferred Entities of any Equity Securities of any of the Transferred Entities or any securities convertible into or ultimately exchangeable or exercisable for any Equity Securities of any of the Transferred Entities. No shares or equity interest in the capital stock of any Transferred Entity, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Transferred Entity, are subject to any preemptive rights, rights of first refusal or other rights to subscribe or purchase such shares (whether in favor of a Transferred Entity or any other person), pursuant to any agreement or commitment of any Transferred Entity. There are no outstanding options, warrants, rights or agreements for the creation of any Encumbrance on the Equity Securities of any of the Transferred Entities.
Options, Warrants and Reserved Shares. Except as set forth in Schedule 4.3 hereto, there are no outstanding agreements, warrants, options, rights or privileges, pre-emptive or contractual, including convertible or exchangeable securities, to subscribe for, purchase or otherwise acquire any Common Shares or other equity securities of the Company or securities convertible into or exchangeable for Common Shares or other equity securities of the Company. All Common Shares issuable as set forth in Schedule 4.3, shall be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights, other than those contemplated by the Shareholders Agreement and the THL Voting Agreement, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable. 4.4
Options, Warrants and Reserved Shares. There are no outstanding options, warrants, rights (including conversion or preemption rights) or agreements for the subscription or purchase from any Group Member of any shares in the capital stock or registered capital of any Group Member or any securities convertible into or ultimately exchangeable or exercisable for any shares of capital stock or registered capital of any Group Member, and, other than as required by law or its own constitutional documents, no shares in the capital stock or registered capital of any Group Member, or share or registered capital issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to any preemptive rights, rights of first refusal or other rights to subscribe or purchase such shares (whether in favor of any Group Member or any other Person), pursuant to any agreement or commitment of any Group Member.
Options, Warrants and Reserved Shares. Except for (i) the Preferred Shares and Conversion Shares, (ii) any rights to be granted pursuant to the Transaction Documents and (iii) as set forth in Schedule 1, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member. No shares in the capital stock of any Group Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to any Encumbrances, preemptive rights, rights of first refusal or other rights to subscribe or purchase such shares (whether in favor of any Group Member or any other Person), pursuant to any agreement or commitment of any Group Member. The issuance and sale of the Purchased Shares and Conversion Shares will not result in a right of any holder of any securities of the Company to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Purchased Shares or Conversion Shares will not obligate the Company to issue shares of Common Stock or equivalents thereof or other securities to any Person (other than the Investor). All shares in the capital stock of each Group Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the best knowledge of the Company, between or among any of the Company’s stockholders.
Options, Warrants and Reserved Shares. The Company has reserved an aggregate of 6,978,359 shares of its Common Stock for possible issuance upon conversion of the shares of Series A Preferred Stock to be issued hereunder (the "CONVERSION SHARES"). Except as set forth on SCHEDULE 4.2(c), there are no options, warrants, conversion privileges or other rights, or agreements, obligations or other commitments, whether written or oral, contingent or otherwise, with respect to the issuance thereof, presently outstanding to purchase any of the capital stock of the Company. Except as set forth on SCHEDULE 4.2(c), no shares (including the Shares and the Conversion Shares) of the Company's outstanding capital stock, or stock issuable upon exercise or exchange of any outstanding options or other stock issuable by the Company, are subject to any rights of first refusal, preemptive rights or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement, commitment or other obligation of the Company, whether written or oral, contingent or otherwise. Except as set forth on SCHEDULE 4.2(c) and except for the transactions contemplated by this Agreement, the Company is not currently engaged in, nor does it currently intend to engage in, any discussions or negotiations which could reasonably be expected to lead to the issuance of any capital stock of the Company.
Options, Warrants and Reserved Shares. There are no outstanding options, warrants, rights (including conversion or preemption rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member or any securities convertible into or ultimately exchangeable or exercisable for any Equity Securities of any Group Member other than as contemplated by the Transaction Documents. No shares or equity interest in the capital stock of any Group Member, or issuable upon exercise of any outstanding options, warrants or rights, or issuable by any Group Member, are subject to any preemptive rights, rights of first refusal or other rights to subscribe or purchase such shares (whether in favor of a Group Member or any other Person), pursuant to any agreement or commitment of any Group Member, or otherwise subject to any Encumbrance, other than as contemplated by the Transaction Documents.
Options, Warrants and Reserved Shares. There are no outstanding options, warrants, rights (including conversion or preemption rights) or agreements for the subscription or purchase from any of the Group Companies of any Equity Securities of any of the Group Companies or any securities convertible into or ultimately exchangeable or exercisable for any Equity Securities of any of the Group Companies. No shares or equity interest in the capital stock of any Group Company, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Company, are subject to any preemptive rights, rights of first refusal or other rights to subscribe or purchase such shares (whether in favor of a Group Company or any other person), pursuant to any agreement or commitment of any Group Company. There are no outstanding options, warrants, rights or agreements for the creation of any Encumbrance on the Series C Preference Shares.
Options, Warrants and Reserved Shares. Except for rights of first refusal, tag-along rights and pre-emption rights to be granted pursuant to the Shareholders Agreement, there are no outstanding options, warrants, rights (including conversion or preemption rights) or agreements for the subscription or purchase from the Company or any of the Subsidiaries of any shares in the capital stock of the Company or any of the Subsidiaries or any securities convertible into or ultimately exchangeable or exercisable for any shares of capital stock of the Company or any of the Subsidiaries, and no shares in the capital stock of the Company or any of the Subsidiaries, or share issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by the Company or any of the Subsidiaries, are subject to any preemptive rights, rights of first refusal or other rights to subscribe or purchase such shares (whether in favor of the Company or any of the Subsidiaries, as the case may be, or any other person), pursuant to any agreement or commitment of the Company.
