Common use of Sale and Purchase of Purchased Shares Clause in Contracts

Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 2 contracts

Samples: Share Purchase Agreement (Youdao, Inc.), Share Purchase Agreement

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Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 6,400,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 900,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 300,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 7,500,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 16,400,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 9,900,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

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Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 130,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 18,200,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 3,800,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

Appears in 1 contract

Samples: Share Purchase Agreement (Youdao, Inc.)

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