Common use of Preferred Shares Clause in Contracts

Preferred Shares. Immediately prior to the Closing and after giving effect to the Restructuring, (i) a total of 6,427,914 authorized series A convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A Preferred Shares”), all of which shares are issued and outstanding; (ii) a total of 9,206,263 authorized series A-1 convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A-1 Preferred Shares”), all of which are issued and outstanding; (iii) a total of 2,138,438 authorized series B convertible preferred shares of the Company, par value of US$0.001 per share (the “Series B Preferred Shares”), all of which shares are issued and outstanding; (iv) a total of 7,583,332 authorized Series B-1 convertible preferred shares of the Company, par value of US$0.001per share (the “Series B-1 Preferred Shares”), all of which shares are issued and outstanding; and (v) a total number of 13,787,829 authorized Series C Preferred Shares, par value of US$0.001 per share, none of which are issued and outstanding and all of which will be issued and outstanding upon Closing to the Investors in such number as set forth opposite such Investors’ names on Schedule A attached hereto. Series A Preferred Shares, Series A-1 Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, and Series C Preferred Shares are referred to collectively herein as “Preferred Shares”. (4) Section 3.11 of the Agreement shall be amended as follows:

Appears in 4 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (InnoLight Technology Corp), Share Purchase Agreement (InnoLight Technology Corp)

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Preferred Shares. Immediately prior to the Closing and after giving effect to Closing, a total of 2,075,502,060 Preferred Shares with par value US$0.000005 per share of the RestructuringCompany (the “Preferred Shares”), of which: (i) a total of 6,427,914 authorized series A convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A Preferred Shares”), all of which shares are issued and outstanding; (ii) a total of 9,206,263 71,849,380 authorized series A-1 convertible preferred shares Shares with par value US$0.000005 per share of the Company, par value of US$0.001 per share Company (the “Series A-1 Preferred Shares”), all of which are issued and outstanding; ; (iiiii) a total of 2,138,438 238,419,800 authorized series B convertible preferred shares A-2 Preferred Shares with par value US$0.000005 per share of the Company, par value of US$0.001 per share Company (the “Series B A-2 Preferred Shares” and, together with the Series A-1 Preferred Shares, the “Series A Preferred Shares”), all of which shares are issued and outstanding; ; (iviii) a total of 7,583,332 211,588,720 authorized Series series B-1 convertible preferred shares Preferred Shares with par value US$0.000005 per share of the Company, par value of US$0.001per share Company (the “Series B-1 Preferred Shares”), all of which shares are issued and outstanding; (iv) a total of 27,781,280 authorized series B-2 Preferred Shares with par value US$0.000005 per share of the Company (the “Series B-2 Preferred Shares”), all of which are issued and outstanding; (v) a total of 145,978,540 authorized series B-3 Preferred Shares with par value US$0.000005 per share of the Company (the “Series B-3 Preferred Shares”), all of which are issued and outstanding; and and (vvi) a total number of 13,787,829 292,414,780 authorized series B-4 Preferred Shares with par value US$0.000005 per share of the Company (the “Series C B-4 Preferred Shares” and, together with the Series B-1 Preferred Shares, par value of US$0.001 per sharethe Series B-2 Preferred Shares, none and the Series B-3 Preferred Shares, collectively the “Series B Preferred Shares”), all of which are issued and outstanding and outstanding; (vii) a total of 56,430,180 authorized Series C-1 Preferred Shares with par value US$0.000005 per share of the Company (the “Series C-1 Preferred Shares”), all of which will be are issued and outstanding upon Closing to outstanding; (viii) a total of 238,260,780 authorized Series C-2 Preferred Shares with par value US$0.000005 per share of the Investors in such number as set forth opposite such Investors’ names on Schedule A attached hereto. Company (the “Series A C-2 Preferred Shares”), all of which are issued and outstanding; (ix) a total of 241,604,260 authorized Series C-3 Preferred Shares with par value US$0.000005 per share of the Company (the “Series C-3 Preferred Shares” and, together with the Series C-1 Preferred Shares and the Series C-2 Preferred Shares, the “Series A-1 C Preferred Shares”), all of which are issued or outstanding; and (x) a total of 551,174,340 authorized Series D Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, and Series C Preferred Shares are referred to collectively herein as “Preferred Shares”none of which is issued or outstanding. (4) Section 3.11 of the Agreement shall be amended as follows:

Appears in 4 contracts

Samples: Series D Preferred Shares Purchase Agreement, Series D Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)

Preferred Shares. Immediately prior to the Closing and after giving effect to the RestructuringClosing, (i) a total of 6,427,914 authorized series A convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A Preferred Shares”), all of which shares are issued and outstanding; (ii) a total of 9,206,263 3,592,469 authorized series A-1 convertible preferred shares Shares with par value US$0.0001 per share of the Company, par value of US$0.001 per share Company (the “Series A-1 Preferred Shares”), all of which are issued and outstanding; (iii) a total of 2,138,438 11,920,990 authorized series B convertible preferred shares Series A-2 Preferred Shares with par value US$0.0001 per share of the Company, par value of US$0.001 per share Company (the “Series B A-2 Preferred Shares” together with the Series A-1 Preferred Shares, the “Series A Preferred Shares”), all of which shares are issued and outstanding; (iv) a total of 7,583,332 10,579,436 authorized Series B-1 convertible preferred shares Preferred Shares with par value US$0.0001 per share of the Company, par value of US$0.001per share Company (the “Series B-1 Preferred Shares”), all of which shares are issued and outstanding; and (v) a total number of 13,787,829 1,389,064 authorized Series C B-2 Preferred Shares with par value US$0.0001 per share of the Company (the “Series B-2 Preferred Shares”), a total of 7,298,927 authorized Series B-3 Preferred Shares with par value US$0.0001 per share of US$0.001 per share, none of which are issued and outstanding and all of which will be issued and outstanding upon Closing to the Investors in such number as set forth opposite such Investors’ names on Schedule A attached hereto. Company (the “Series A B-3 Preferred Shares, ”) and a total of 14,620,739 authorized Series A-1 B-4 Preferred Shares with par value US$0.0001 per share of the Company (the “Series B-4 Preferred Shares, Series B Preferred Shares, together with the Series B-1 Preferred Shares, the Series B-2 Preferred Shares, and the Series C B-3 Preferred Shares, collectively the “Series B Preferred Shares”; the Series A Preferred Shares and the Series B Preferred Shares are collectively referred to collectively herein as the “Preferred Shares”. (4) Section 3.11 ); the ordinary shares of the Agreement shall Company issuable upon conversion of the Series B-4 Preferred Shares will be amended collectively hereinafter referred to as follows:the “Series B-4 Conversion Shares”, and the ordinary shares of the Company issuable upon conversion of the Preferred Shares will be collectively hereinafter referred to as the “Conversion Shares”), of which none was issued and outstanding.

Appears in 4 contracts

Samples: Series B 4 Preferred Shares Purchase Agreement, Series B 4 Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series B 4 Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)

Preferred Shares. Immediately prior to the Closing and after giving effect to Closing, a total of 76,216,386 Preferred Shares with par value US$0.0001 per share of the RestructuringCompany (the “Preferred Shares”), of which: (i) a total of 6,427,914 authorized series A convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A Preferred Shares”), all of which shares are issued and outstanding; (ii) a total of 9,206,263 3,592,469 authorized series A-1 convertible preferred shares Shares with par value US$0.0001 per share of the Company, par value of US$0.001 per share Company (the “Series A-1 Preferred Shares”), all of which are issued and outstanding; ; (iiiii) a total of 2,138,438 11,920,990 authorized series B convertible preferred shares A-2 Preferred Shares with par value US$0.0001 per share of the Company, par value of US$0.001 per share Company (the “Series B A-2 Preferred Shares” and, together with the Series A-1 Preferred Shares, the “Series A Preferred Shares”), all of which shares are issued and outstanding; ; (iviii) a total of 7,583,332 10,579,436 authorized Series series B-1 convertible preferred shares Preferred Shares with par value US$0.0001 per share of the Company, par value of US$0.001per share Company (the “Series B-1 Preferred Shares”), all of which shares are issued and outstanding; (iv) a total of 1,389,064 authorized series B-2 Preferred Shares with par value US$0.0001 per share of the Company (the “Series B-2 Preferred Shares”), all of which are issued and outstanding; (v) a total of 7,298,927 authorized series B-3 Preferred Shares with par value US$0.0001 per share of the Company (the “Series B-3 Preferred Shares”), all of which are issued and outstanding; and and (vvi) a total number of 13,787,829 14,620,739 authorized series B-4 Preferred Shares with par value US$0.0001 per share of the Company (the “Series C B-4 Preferred Shares” and, together with the Series B-1 Preferred Shares, par value of US$0.001 per sharethe Series B-2 Preferred Shares, none and the Series B-3 Preferred Shares, collectively the “Series B Preferred Shares”), all of which are issued and outstanding and outstanding; (vii) a total of 2,821,509 authorized Series C-1 Preferred Shares (the “Series C-1 Preferred Shares”), all of which will be are issued and outstanding upon Closing to outstanding; (viii) a total of 11,913,039 authorized Series C-2 Preferred Shares (the Investors in such number as set forth opposite such Investors’ names on Schedule A attached hereto. Series A C-2 Preferred Shares” and, together with the Series C-1 Preferred Shares and the Series C-3 Preferred Shares, the “Series A-1 C Preferred Shares”, all of which are issued and outstanding; and (ix) a total of 12,080,213 authorized Series C-3 Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, and Series C Preferred Shares are referred to collectively herein as “Preferred Shares”none of which is issued or outstanding. (4) Section 3.11 of the Agreement shall be amended as follows:

Appears in 4 contracts

Samples: Series C 3 Preferred Shares Purchase Agreement, Series C 3 Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series C 3 Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)

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Preferred Shares. Immediately prior to the Closing and after giving effect to the RestructuringA total of 290,368,628 authorized preferred shares, including (i) a total of 6,427,914 authorized 78,824,567 series A convertible E preferred shares of the Company, a par value of US$0.001 per share 0.0001 each (the “Series A Preferred Shares”), all of which shares are issued and outstanding; (ii) a total of 9,206,263 authorized series A-1 convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A-1 Preferred E Shares”), all of which are issued and outstanding; , (iiiii) a total of 2,138,438 authorized 50,193,243 series B convertible D preferred shares of the Company, a par value of US$0.001 per share 0.0001 each (the “Series B Preferred D Shares”), all of which shares are issued and outstanding; , (iviii) a total of 7,583,332 authorized Series B-1 convertible 50,195,203 series C preferred shares of the Company, a par value of US$0.001per share 0.0001 each (the “Series B-1 Preferred C Shares”), all of which shares are issued and outstanding; and , (viv) 54,083,288 series B+ Shares of a total number of 13,787,829 authorized Series C Preferred Shares, par value of US$0.001 per share0.0001 each (the “Series B+ Shares”), none all of which are issued and outstanding and all outstanding, (v) 34,815,112 series B preferred shares of a par value of US$0.0001 each (the “Series B Shares”), 34,544,762 of which will be are issued and outstanding upon Closing to outstanding, and (vi) 22,257,215 series A preferred shares of a par value of US$0.0001 each (the Investors in such number as set forth opposite such Investors’ names on Schedule A attached hereto. Series A Shares”, together with the Series E Shares, the Series D Shares, the Series C Shares, the Series B+ Shares and the Series B Shares, collectively the “Existing Preferred Shares” and each, Series A-1 an “Existing Preferred SharesShare”), Series B Preferred Shares, Series B-1 Preferred Shares, 17,085,275 of which are issued and Series C outstanding. The rights and preferences of each series of the Existing Preferred Shares are referred set forth in the Fifth Amended and Restated Memorandum and Articles of Association of the Company which was adopted on January 12, 2018 (the “Existing Articles”). Each of the Existing Preferred Shares is convertible into Ordinary Shares on an initial ratio of 1:1, and no issuances have been made prior to collectively herein as “the date hereof, or will be made prior to the Closing, which has had, should have had, or will have the effect of modifying the conversion ratio of any Existing Preferred Shares. (4) Section 3.11 of the Agreement shall be amended as follows:

Appears in 2 contracts

Samples: Series F Preferred Share Purchase Agreement (17 Education & Technology Group Inc.), Series F Preferred Share Purchase Agreement (17 Education & Technology Group Inc.)

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