Purchase and Sale of Ordinary Shares. Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to subscribe for and purchase from the Company, at the Closing with respect to such Purchaser, that number of Ordinary Shares set forth opposite such Purchaser’s name on Schedule A attached hereto (the “Purchased Shares”) at a purchase price of US$4.0363 per Ordinary Share. The aggregate subscription price for the Purchased Shares of each Purchaser (the “Subscription Price”) is set forth opposite such Purchaser’s name on Schedule A and shall be paid in cash as provided in Section 2.3(a). Schedule A shall be updated from time to time as any Shareholder of the Company validly exercises its Right of Participation in connection with the issuance of the Purchased Shares under this Agreement and as any Purchaser validly exercises its right to oversubscription in connection with such issuance, if applicable.
Purchase and Sale of Ordinary Shares. Subject to the terms and conditions set forth herein, the Company is offering to the Purchaser the number of ordinary shares of the Company, par value $0.003 per share (the “Ordinary Shares”), set forth on the signature page herein at a price of US$0.25 per share (collectively, the “Purchase Price”). The Ordinary Shares are sometimes collectively referred to herein as the “Shares.”
1.1 普通股的购买和销售。受制于本协议中的条款和条件，公司向认购人邀约销售一定数量的票面价值为0.003美元的公司普通股（以下称 “普通股”），向每个认购人的邀约销售具体数量见本协议的签字页。每一普通股的价格为0.25美元（总称为“购买价格”）。普通股在本协议中有时也统称为“股票”。
Purchase and Sale of Ordinary Shares. Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), the Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Securities, free and clear of any and all encumbrances, at a purchase price of US$10.4 per Ordinary Share, for a total purchase price of US$7,131,425.6, in cash (the “Transfer Price”).
Purchase and Sale of Ordinary Shares. Upon the terms and subject to the conditions set forth herein, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser, 165,961,527 Ordinary Shares (the “Sale Shares”), representing 31.61% of the total issued and outstanding Ordinary Shares on a fully-diluted basis as of the date hereof, for an amount equal to the sum of US$68,065,714 (the “Purchase Price”) payable as provided in Section 1.2 hereof.
Purchase and Sale of Ordinary Shares. Upon the terms and subject to the conditions set forth herein, the Purchaser agrees to purchase from E-House and Reckon, and E-House and Reckon each, severally but not jointly, agrees to sell to the Purchaser, at the Closing, 2,550,000 and 2,450,000 Ordinary Shares, respectively (collectively, the “Purchased Shares”), representing 100% of the total issued and outstanding Ordinary Shares, in consideration of the Consideration Shares, 51% of which to be paid to E-House with the remainder to be paid to Reckon, to be issued as provided in Section 1.2 hereof.
Purchase and Sale of Ordinary Shares. AND PREFERRED SHARES
Purchase and Sale of Ordinary Shares. Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to subscribe for and purchase from the Company, at the Closing with respect to such Purchaser, that number of Ordinary Shares set forth opposite such Purchaser’s name on Schedule A attached hereto (the “Purchased Shares”) at a purchase price of US$4.0363 per Ordinary Share. The aggregate subscription price for the Purchased Shares of each Purchaser (the “Subscription Price”) is set forth opposite such Purchaser’s name on Schedule A and shall be paid in cash as provided in Section 2.3(a). Within thirty (30) days after the date of this Agreement, with the consent of the Company, one or more Purchasers may become party to this Agreement by executing a counterpart signature page after which the total number of Purchased Shares and the total Subscription Price on Schedule A to this Agreement will be amended to reflect the Purchased Shares of such Purchaser and such Purchaser shall become obligated to close at the Closing in respect of such Purchaser in accordance with the terms hereof.
Purchase and Sale of Ordinary Shares. Subject to the terms and conditions set forth herein, the Company agrees to issue and allot to the Investor, and the Investor agrees to purchase from the Company, at the Closing, an aggregate of 36,860,691 Ordinary Shares, in the event that the Closing Date is earlier than the IPO Completion Date, or 36,860,691 Class B Ordinary Shares, in the event that the Closing Date is later than the IPO Completion Date (the “Target Shares”), in consideration for execution, delivery and performance of the Master Cooperation Agreement by the Investor.
Purchase and Sale of Ordinary Shares. Upon the terms and subject to the conditions of this Agreement, during the Investment Period, the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the Company, up to $150,000,000 (the “Total Commitment”) in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable (meaning that a holder of Ordinary Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Ordinary Shares) Ordinary Shares (such maximum amount of Ordinary Shares, the “Aggregate Limit”), by the delivery to the Investor of VWAP Purchase Notices and Intraday VWAP Purchase Notices as provided in Article III.
Purchase and Sale of Ordinary Shares. (a) Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Investor, free and clear of all liens, other than any liens arising as a result of any action by the Investor, and the Investor shall purchase from the Company:
(i) At the Initial Closing, the First Installment Shares;
(ii) At the Second Closing, the Second Installment Shares;
(iii) At the First Development Milestone Closing, the First Development Milestone Shares; and
(iv) At the Second Development Milestone Closing, the Second Development Milestone Shares.
(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, in no event will the Company issue to the Investor equity in the Company in excess of 18.5% of the issued and outstanding shares of the Company (on an as-issued basis) after giving effect to said issuance and any conversion event that will occur on or before such issuance (the “Equity Limit”). To the extent any portion of the Shares to be issued to the Investor would cause the Investor’s aggregate equity ownership in the Company to exceed the Equity Limit, the Company will issue to the Investor only the amount of Shares that will meet but not exceed such Equity Limit, and the Company will pay to the Investor an amount equal to the remainder of such Shares in cash.
(c) The Company shall not be required to issue any Shares if the issuance of such Shares together with any previous issuances of Shares pursuant to this Agreement would exceed 19.9% of the Company’s outstanding ordinary shares as of the Execution Date (subject to appropriate adjustment for any stock split, stock dividend or other adjustment that occurs after the Execution Date) (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its shareholders as required by the applicable rules of The Nasdaq Stock Market for issuances of Shares in excess of such amount; it being acknowledged, for the avoidance of doubt, that the Company has no obligation to seek such approval. If such approval is not obtained, then to the extent any portion of the Shares to be issued to the Investor would cause the Company to issue Shares in excess of the Exchange Cap, the Company will issue to the Investor only the amount of Shares that will meet but not exceed such Exchange Cap, and the Company will pay to the Investor an amount equal to the remainder of such Shares in cash.
