Sale and Issuance of Ordinary Shares. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser at the Closing that number of Ordinary Shares equal to 181,402,116, representing 60% of the Ordinary Shares on a Fully-Diluted basis, for an aggregate purchase price of US$306,000,000 (the “Purchase Price”). The Ordinary Shares issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the “Shares.”
Sale and Issuance of Ordinary Shares. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to sell and issue to the Investor, the Shares (as defined below) at a price per share equal to the per share initial public offering price (before underwriting discounts and expenses) in the Qualified IPO (as defined below) (the “IPO Price”). “Shares” shall mean the number of ordinary shares of the Company (the “Ordinary Shares”), equal to $75,000,000 divided by the IPO Price, rounded down to the nearest whole share (with the total purchase price correspondingly reduced for such fractional share amount). “Qualified IPO” shall mean the issuance and sale of shares of the Ordinary Shares by the Company, pursuant to an Underwriting Agreement to be entered into by and among the Company and certain underwriters (the “Underwriters”), in connection with the Company’s initial public offering pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-256182) (the “Registration Statement”) and/or any related registration statements (the “Underwriting Agreement”).
Sale and Issuance of Ordinary Shares. Subject to the terms and conditions of this Agreement, at the Closing, (i) the Company agrees to reclassify and divide 1 ordinary share held by Happy Edu Inc. to 1,000,000 Class B Ordinary Shares; (ii) the Company agrees to issue and sell to each Ordinary Shareholder, and each Ordinary Shareholder hereby agrees, severally but not jointly, to subscribe for and purchase from the Company, that class of Ordinary Shares set out opposite such Ordinary Shareholder’s name in the second column of the table of Part A of Schedule I in that number set out opposite such Ordinary Shareholder’s name in the third column of the table of Part A of Schedule I (with respect to such Ordinary Shareholder, its “Ordinary Subscription Shares”), at an aggregate purchase price in respect of each Ordinary Shareholder set out opposite such Ordinary Shareholder’s name in the fourth column of the table of Part A of Schedule I or any other purchase price as agreed by such Ordinary Shareholder and the Company in writing (with respect to such Ordinary Shareholder, its “Ordinary Subscription Price”).
Sale and Issuance of Ordinary Shares. (a) On or prior to each Closing (as defined below), the Company shall have authorized the sale and issuance to GSK of the Ordinary Shares to be issued at such Closing (the “Shares”). The Shares shall have the rights, preferences, privileges and restrictions set forth in the Company’s Amended and Restated Memorandum and Articles of Association (the “Restated Articles”).
(b) Subject to the terms and conditions of this Agreement, if the Company and GSK execute a schedule to this Agreement (each, a “Schedule”, and collectively, the “Schedules”), the form of which is attached hereto as Exhibit A, then, at the applicable Closing, GSK agrees to purchase and the Company agrees to sell and issue to GSK the number of Shares listed on such Schedule for the aggregate amount set forth therein (the “Aggregate Purchase Price”). Each purchase and sale of Shares is referred to in this Agreement as a “Purchase.”
Sale and Issuance of Ordinary Shares. Subject to the terms and conditions set forth in this Agreement, the Company agrees to sell and issue to the Purchasers, severally and not jointly, 1,240,000 Ordinary Shares (the “Shares”) at a per share purchase price of $1.74 (“Purchase Price”) .
Sale and Issuance of Ordinary Shares. Subject to the terms and conditions set forth in this Agreement, the Company agrees to sell and issue to the Purchasers, severally and not jointly, up to 4,200,000 Ordinary Shares (the “Shares”) at a per share purchase price (“Purchase Price”) which is the volume-weighted average trading price of the Ordinary Shares for the consecutive five (5) Trading Days immediately prior to the date (“Notice Date”) when the Company delivers a notice of purchase in the form set forth on Exhibit B (“Purchase Notice”).
Sale and Issuance of Ordinary Shares. (a) On or prior to the Closing (as defined below), the Company shall have authorized the sale and issuance of its Ordinary Shares of a par value of U.S. $0.00001 each to the Investor (the “Shares” or the “Ordinary Shares”). The Shares shall have the rights, preferences, privileges and restrictions set forth in the Company’s Amended and Restated Memorandum and Articles of Association (the “Restated Articles”).
(b) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing, 1,585,790 Shares at a price per share of $18.91802, resulting in an aggregate purchase price of Thirty Million United States Dollars (U.S. $30,000,000.00) (the “Aggregate Purchase Price”).
Sale and Issuance of Ordinary Shares. Subject to the terms and conditions of this Agreement, the Investors agree to purchase from the Company, and the Company agrees to sell and issue to SL Cayman and SLTI Cayman, ordinary shares of the Company, par value $0.02 per share (the “Ordinary Shares”), at a price per share equal to the per share initial public offering price (before underwriting discounts and expenses) in the Qualified IPO (as defined below) (the “IPO Price”). The Company agrees to sell and issue to SL Cayman Ordinary Shares equal to $69,540,000 divided by the IPO Price and to sell and issue to SLTI Cayman Ordinary Shares equal to $5,460,000 divided by the IPO Price, such number of shares rounded down to the nearest whole share (with the total purchase price correspondingly reduced for such fractional share amount). The Ordinary Shares to be issued and sold to the Investors pursuant to this Agreement are referred to as the “Shares.” “Qualified IPO” shall mean the issuance and sale of Ordinary Shares by the Company, pursuant to an Underwriting Agreement to be entered into by and among the Company, certain selling shareholders and certain underwriters (the “Underwriters”), in connection with the Company’s initial public offering pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-260003) (the “Registration Statement”) and/or any related registration statements (the “Underwriting Agreement”), in an amount such that the aggregate gross proceeds of Ordinary Shares issued and sold by the Company pursuant to this Agreement and the Underwriting Agreement, taken together (and for the avoidance of doubt, excluding Ordinary Shares sold by any shareholder of the Company), is at least $1,250,000,000 (before underwriting discounts and fees and expenses).
Sale and Issuance of Ordinary Shares. (a) On or prior to the Closing (as defined below), the Company shall have authorized the sale and issuance to GSK of the Ordinary Shares to be issued at such Closing (the “Shares”). The Shares shall have the rights, preferences, privileges and restrictions set forth in the Company’s Amended and Restated Memorandum and Articles of Association (the “Restated Articles”).
(b) Subject to the terms and conditions of this Agreement, GSK agrees to purchase at the Closing and the Company agrees to sell and issue to GSK at the Closing, One Million Three Hundred One Thousand Fifteen (1,301,015) Shares for Seventeen Dollars and Seventy Cent ($17.70) per Share, resulting in an aggregate purchase price of Twenty Three Million Twenty Seven Thousand Nine Hundred Sixty Five Dollars and Fifty Cents ($23,027,965.50) (the “Aggregate Purchase Price”). The purchase and sale of the Shares is referred to in this Agreement as the “Purchase.”
Sale and Issuance of Ordinary Shares. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to sell and issue to the Investor, the Shares (as defined below) at a price per share equal to the per share public offering price (the “Public Offering Price”) of the Ordinary Shares as set forth on the first page of the Company’s final prospectus supplement in connection with the Public Offering (as defined below) at the Closing (as defined below). “Shares” shall mean the number of Ordinary Shares that is no less than 1,500,000 and no more than 1,900,000, as decided by the Investor at its sole discretion promptly (but in any event within two (2) hours after the Company provides written notice to the Investor of the Public Offering Price) with a written notice to the Company. “Subscription Amount” shall mean the product of the Public Offering Price multiplied by the Shares. “Public Offering” shall mean the issuance and sale of Ordinary Shares by the Company, pursuant to an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among the Company and certain underwriters (the “Underwriters”), in connection with the Company’s contemplated public offering pursuant to the Company’s Registration Statement on Form F-3 (including the prospectus and prospectus supplement relating to the Public Offering, the “Registration Statement”).
