Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4. 4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4 immediately prior to the Closing Date. 4.3. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the Agreement, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C CCPS), the Investors shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever. 4.4. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements. 4.5. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy. 4.6. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities. 4.7. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the Company. 4.8. There are no agreements voting trusts, understandings or commitments to which the Company or any of the Founders is a party in respect of any of the Shares of the Company or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares. 4.9. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction. 4.10. The Company has not received any foreign direct investment from any of its existing shareholders. 4.11. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in: 4.11.1. the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or 4.11.2. the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or 4.11.3. the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or 4.11.4. the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP. 4.12. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances: 4.12.1. Equity Shares held by the Investors pursuant to conversion of Series A CCPS; 4.12.2. Equity Shares held by the Investors pursuant to conversion of Series B CCPS; 4.12.3. Equity Shares held by the Investors pursuant to conversion of Series C CCPS; 4.12.4. any other Shares that may be acquired by the Investors in the Company.
Appears in 1 contract
Samples: Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Effective Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B INR 1,00,000 (Indian Rupees One Lakh only) divided into 10,000 equity shares of SCHEDULE 4.
4.2. The aggregate number of the INR 10 (Indian Rupees Ten) each and subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B is INR 1,00,000 (Indian Rupees One Lakh only) divided into 10,000 equity shares of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4 immediately prior to the Closing DateINR 10 (Indian Rupees Ten) each.
4.34.2. All of the issued and outstanding Shares are, and the Investor Securities Shares shall be, when issued and delivered in accordance with the terms of the Agreement, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including Shares to the issue of Equity Shares on conversion of the Series C CCPS)Investor, the Investors Investor shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance encumbrance or Claim claim or demand of any description whatsoever.
4.44.3. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Shares of the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Shares held by the Investor Securities in violation of such agreements.
4.5. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.64.4. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.74.5. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the Company.
4.84.6. There are no agreements voting trusts, understandings or commitments to which the Company or any of the Founders is a party in respect of any of the Shares of the Company or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.9. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.10. The Company has not received any foreign direct investment from any of its existing shareholders.
4.11. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in:
4.11.1. the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.2. the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.3. the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.11.4. the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP.
4.12. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. Equity Shares held by the Investors pursuant to conversion of Series A CCPS;
4.12.2. Equity Shares held by the Investors pursuant to conversion of Series B CCPS;
4.12.3. Equity Shares held by the Investors pursuant to conversion of Series C CCPS;
4.12.4. any other Shares that may be acquired by the Investors in the Company.
Appears in 1 contract
Samples: Joint Venture Agreement (Windstream Technologies, Inc.)
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the CompanyCompany prior to the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4.
4.3. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part C of SCHEDULE 4 immediately prior represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company as of the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares being issued and allotted to the Persons mentioned in Part C of SCHEDULE 4 on or before the Closing Date.
4.34.4. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part D of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company assuming completion of the closing of all transactions contemplated in the Share Purchase Agreement. Other than as provided in Warranty 4.2 and 4.3 above, the Company has not issued any Shares or Dilution Instruments of any nature whatsoever.
4.5. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the Agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C G CCPS), the Investors shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever.
4.44.6. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements.
4.54.7. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.64.8. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.74.9. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the Company.
4.84.10. There are no agreements agreements, voting trusts, understandings or commitments to which the Company or any of the Founders is a party in respect of any of the Shares of the Company or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.94.11. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.104.12. The Company has not bought back, repaid or redeemed or agreed to buy-back, repay or redeem any of its Shares or otherwise reduced or agreed to reduce its share capital or purchased any of its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.
4.13. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and all corporate actions required to be performed by the Company under Applicable Law have been performed. The Company has not issued any Shares to residents at a premium.
4.14. The Company has not received any foreign direct investment from any of its existing shareholders.
4.114.15. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in:
4.11.1. (i) the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.2. (ii) the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.3. (iii) the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.11.4. (iv) the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
(v) the shareholders’ agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(vi) the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(vii) the shareholders’ agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(viii) the subscription agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, Apoletto, and NVP; or
(ix) the shareholders’ agreement dated August 26, 2016 executed by and between the Company, Founders, Accel, Apoletto, NVP, SAIF, Xxxxxxx, RB and Bessemer; or
(x) the subscription agreement dated August 26, 2016 executed by and between the Company, Founders, Accel, Apoletto, NVP, SAIF, and Xxxxxxxx; or
(xi) the shareholders’ agreement dated May 23, 2017 executed by and between the Company, Founders, Accel, Apoletto, Bessemer, Harmony, Naspers Ventures B.V, NVP, RB, and SAIF; or
(xii) the subscription agreement dated May 23, 2017 executed by and between the Company, Founders, Bessemer, NVP, SAIF, Accel, Harmony, and Naspers Ventures B.V.; or
(xiii) the shareholders’ agreement dated January 05, 2018 executed by and between the Company, Founders, Accel, Apoletto, Bessemer, Harmony, Naspers Ventures B.V, Naspers, NVP, RB, and SAIF; or
(xiv) the subscription agreement dated January 05, 2018 executed by and between the Company, Founders, and Naspers; or
(xv) the shareholders’ agreement dated January 19, 2018 executed by and between the Company, Founders, Accel, Apoletto, Bessemer, Harmony, MTDP, Naspers Ventures B.V, Naspers, NVP, RB, and SAIF; or
(xvi) the subscription agreement dated January 05, 2018 executed by and between the Company, Founders, and MTDP.
4.124.16. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. (i) Equity Shares held by the Investors pursuant to conversion of Series A CCPS;
4.12.2. (ii) Equity Shares held by the Investors pursuant to conversion of Series B CCPS;
4.12.3. (iii) Equity Shares held by the Investors pursuant to conversion of Series C CCPS;
4.12.4. (iv) Equity Shares held by the Investors pursuant to conversion of Series D CCPS;
(v) Equity Shares held by the Investors pursuant to conversion of Series E CCPS;
(vi) Equity Shares held by the Investors pursuant to conversion of Series F CCPS;
(vii) Equity Shares held by the Investors pursuant to conversion of Series G CCPS; and
(viii) any other Shares that may be acquired by the Investors in the Company.
Appears in 1 contract
Samples: Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the CompanyCompany prior to the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4.
4.3. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part C of SCHEDULE 4 immediately prior represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company as of the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares being issued and allotted to the Persons mentioned in Part C of SCHEDULE 4 on or before the Closing Date.
4.34.4. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part D of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company. Other than as provided in Warranty 4.2 and 4.3 above, the Company has not issued any Shares or Dilution Instruments of any nature whatsoever.
4.5. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the Agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C I CCPS), the Investors shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever.
4.44.6. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements.
4.54.7. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.64.8. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.74.9. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the Company.
4.84.10. There are no agreements agreements, voting trusts, understandings or commitments to which the Company or any of the Founders is a party in respect of any of the Shares of the Company or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.94.11. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.104.12. The Company has not received any foreign direct investment from bought back, repaid or redeemed or agreed to buy-back, repay or redeem any of its existing shareholdersShares or otherwise reduced or agreed to reduce its share capital or purchased any of its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.
4.114.13. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and all corporate actions required to be performed by the Company under Applicable Law have been performed. The Company has not issued any Shares to residents at a premium.
4.14. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in:
4.11.1. (i) the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.2. (ii) the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.3. (iii) the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.11.4. (iv) the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP.; or
4.12. All (v) the representations shareholders’ agreement dated December 14, 2015 executed by and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. Equity Shares held by the Investors pursuant to conversion of Series A CCPS;
4.12.2. Equity Shares held by the Investors pursuant to conversion of Series B CCPS;
4.12.3. Equity Shares held by the Investors pursuant to conversion of Series C CCPS;
4.12.4. any other Shares that may be acquired by the Investors in between the Company., Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(vi) the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(vii) the shareholders’ agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(viii) the subscription agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, Apoletto, and NVP; or
Appears in 1 contract
Samples: Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4 immediately prior to the Closing Date.
4.3. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the Agreement, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C CCPS), the Investors shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever.
4.4. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements.
4.5. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.6. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.7. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the Company.
4.8. There are no agreements voting trusts, understandings or commitments to which the Company or any of the Founders is a party in respect of any of the Shares of the Company or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.9. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.10. The Company has not received any foreign direct investment from any of its existing shareholders.
4.11. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in:
4.11.1. the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.2. the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.3. the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.11.4. the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.11.5. the shareholders’ agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
4.11.6. the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB.
4.12. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. Equity Shares held by the Investors pursuant to conversion of Series A CCPS;
4.12.2. Equity Shares held by the Investors pursuant to conversion of Series B CCPS;
4.12.3. Equity Shares held by the Investors pursuant to conversion of Series C CCPS;
4.12.4. any other Shares that may be acquired by the Investors in the Company.
Appears in 1 contract
Samples: Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the CompanyCompany prior to the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4.
4.3. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part C of SCHEDULE 4 immediately prior represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company as of the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares being issued and allotted to the Persons mentioned in Part C of SCHEDULE 4 on or before the Closing Date.
4.34.4. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the this Agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and free of pre-emptive rights and other EncumbrancesEncumbrances other than as set out in the Shareholders Agreement. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C K CCPS), the Investors Investor shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoeverwhatsoever other than as set out in the Shareholders Agreement.
4.44.5. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements.
4.54.6. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoyenjoys.
4.64.7. Except as contemplated under this Agreementthe Transaction Documents, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company or its Subsidiaries to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company or its Subsidiaries to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.74.8. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the CompanyCompany or its Subsidiaries other than as set out in the Transaction Documents.
4.84.9. There are no agreements agreements, voting trusts, understandings or commitments to which the Company Company, its Subsidiaries or any of the Founders is a party in respect of any of the Shares of the Company or its Subsidiaries, or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.94.10. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.104.11. The Company has not received any foreign direct investment from bought back, repaid or redeemed or agreed to buy-back, repay or redeem any of its existing shareholdersShares or otherwise reduced or agreed to reduce its share capital or purchased any of its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.
4.114.12. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and all corporate actions required to be performed by the Company under Applicable Law have been performed. The Company has not issued any Shares to residents at a premium to the tax fair market value.
4.13. The Company and the Founders are not in breach of and have not received any notice of breach of, of any of the provisions, representations or warranties set forth inin any of the following:
4.11.1. (i) the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, AccelAccel India, and SAIF; or;
4.11.2. (ii) the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, AccelAccel India, and SAIF; or;
4.11.3. (iii) the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, AccelAccel India, SAIF, Apoletto and NVP; or;
4.11.4. (iv) the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, AccelAccel India, SAIF, Apoletto and NVP.;
4.12(v) the shareholders’ agreement dated December 14, 2015 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB;
(vi) the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB;
(vii) the shareholders’ agreement dated March 30, 2016 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB;
(viii) the subscription agreement dated March 30, 2016 executed by and between the Company, Founders, Accel India, Apoletto, and NVP;
(ix) the shareholders’ agreement dated August 26, 2016 executed by and between the Company, Founders, Accel India, Apoletto, NVP, SAIF, Xxxxxxx, RB and Bessemer;
(x) the subscription agreement dated August 26, 2016 executed by and between the Company, Founders, Accel India, Apoletto, NVP, SAIF, and Xxxxxxxx;
(xi) the shareholders’ agreement dated May 23, 2017 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Naspers Ventures B.V, NVP, RB, and SAIF;
(xii) the subscription agreement dated May 23, 2017 executed by and between the Company, Founders, Bessemer, NVP, SAIF, Accel India, Harmony, and Naspers Ventures B.V.;
(xiii) the shareholders’ agreement dated January 05, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Naspers Ventures B.V, Naspers, NVP, RB, and SAIF;
(xiv) the subscription agreement dated January 05, 2018 executed by and between the Company, Founders, and Naspers;
(xv) the shareholders’ agreement dated January 19, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Meituan, Naspers Ventures B.V, Naspers, NVP, RB, and SAIF;
(xvi) the subscription agreement dated January 05, 2018 executed by and between the Company, Founders, and Meituan;
(xvii) the shareholders’ agreement dated June 08, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Coatue, DST 1, Harmony, Meituan, Naspers Ventures B.V., Naspers, NVP, RB, and SAIF;
(xviii) the subscription agreement dated June 08, 2018 executed by and between the Company, Founders, Naspers, Coatue, DST 1, and Meituan;
(xix) the shareholders’ agreement dated December 20, 2018 executed by between the Founders, Company, Accel India, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, NVP, RB, SAIF, Tencent and Wellington;
(xx) the subscription agreement dated December 20, 2018 executed by and between the Founders, Company, DST, Coatue, Meituan, Naspers, Tencent, HH BTPL, and Wellington;
(xxi) the shareholders’ agreement dated February 11, 2020 executed by between the Company, the Founders, Accel, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, NVP, RB, SAIF, Tencent, and Wellington;
(xxii) the subscription agreement dated February 11, 2020 executed by and between the Founders, Company, Naspers, Wellington and Meituan;
(xxiii) the deeds of accession to the share subscription agreement dated 17 March 2020 executed between Xxxxxxx, XXX, Ark 1, Ark 2, MIGF, SVIC 38, SVIC 45, Naspers, Wellington, Meituan, the Founders and the Company;
(xxiv) the deeds of accession to the shareholders agreement dated 17 March 2020 executed between Tencent, XXX, Ark 1, Ark 2, MIGF, SVIC 38, SVIC 45, Accel India, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, Naspers Ventures B.V., NVP, RB, SAIF, Wellington, the Founders and the Company;
(xxv) the deeds of accession to the share subscription agreement dated 13 May 2020 executed between SVIC 34, the Founders and the Company;
(xxvi) the deeds of accession to the shareholders agreement dated 13 May 2020 executed between SVIC 34, the Founders, the Company;
(xxvii) the Series I-2 Subscription Agreement;
(xxviii) the Series I-3 Subscription Agreement;
(xxix) the Shareholders Agreement;
(xxx) the Series J Subscription Agreement; and
(xxxi) the Series J-2 Subscription Agreement
4.14. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. (i) Equity Shares held by the Investors Investor pursuant to conversion of Series A CCPS;
4.12.2. (ii) Equity Shares held by the Investors Investor pursuant to conversion of Series B CCPS;
4.12.3. (iii) Equity Shares held by the Investors Investor pursuant to conversion of Series C CCPS;
4.12.4. (iv) Equity Shares held by the Investor pursuant to conversion of Series D CCPS;
(v) Equity Shares held by the Investor pursuant to conversion of Series E CCPS;
(vi) Equity Shares held by the Investor pursuant to conversion of Series F CCPS;
(vii) Equity Shares held by the Investor pursuant to conversion of Series G CCPS;
(viii) Equity Shares held by the Investor pursuant to conversion of Series H CCPS;
(ix) Equity Shares held by the Investor pursuant to conversion of Series I CCPS
(x) Equity Shares held by the Investor pursuant to conversion of Series I-2 CCPS;
(xi) Equity Shares held by the Investor pursuant to conversion of Series I-3 CCPS;
(xii) Equity Shares held by the Investor pursuant to conversion of Series J CCPS;
(xiii) Equity Shares held by the Investor pursuant to conversion of Series J-2 CCPS; and
(xiv) any other Shares that may be acquired by the Investors Investor in the Company.
Appears in 1 contract
Samples: Share Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4 immediately prior to the Closing Date.
4.3. All of the issued and outstanding Shares are, and the Investor Naspers Securities shall be, when issued and delivered in accordance with the terms of the Agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Naspers Securities (including the issue of Equity Shares on conversion of the Series C F CCPS), the Investors Investor shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever.
4.4. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Naspers Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Naspers Securities in violation of such agreements.
4.5. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.6. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.7. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the Company.
4.8. There are no agreements voting trusts, understandings or commitments to which the Company or any of the Founders is a party in respect of any of the Shares of the Company or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.9. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.10. The Company has not bought back, repaid or redeemed or agreed to buy-back, repay or redeem any of its Shares or otherwise reduced or agreed to reduce its share capital or purchased any of its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.
4.11. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and all corporate actions required to be performed by the Company under Applicable Law have been performed. The Company has not issued any Shares to residents at a premium.
4.12. The Company has not received any foreign direct investment from any of its existing shareholders.
4.114.13. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in:
4.11.1. (i) the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.2. (ii) the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.3. (iii) the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.11.4. (iv) the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
(v) the shareholders’ agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(vi) the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(vii) the shareholders’ agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(viii) the subscription agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, Apoletto, and NVP; or
(ix) the shareholders’ agreement dated August 26, 2016 executed by and between the Company, Founders, Accel, Apoletto, NVP, SAIF, Xxxxxxx, RB and Bessemer; or
(x) the subscription agreement dated August 26, 2016 executed by and between the Company, Founders, Accel, Apoletto, NVP, SAIF, and Xxxxxxxx;
(xi) the shareholders’ agreement dated May 23, 2017 executed by and between the Company, Founders, Accel, Apoletto, NVP, SAIF, Xxxxxxx, RB, Naspers, and Xxxxxxxx; or
(xii) the subscription agreement dated May 23, 2017 executed by and between the Company, Founders, Accel, Apoletto, NVP, SAIF, Xxxxxxx, and Xxxxxxxx.
4.124.14. All the representations and warranties set forth herein in respect of the Investor Naspers Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. (i) Equity Shares held by the Investors investors pursuant to conversion of Series A CCPS;
4.12.2. (ii) Equity Shares held by the Investors investors pursuant to conversion of Series B CCPS;
4.12.3. (iii) Equity Shares held by the Investors investors pursuant to conversion of Series C CCPS;
4.12.4. (iv) Equity Shares held by the investors pursuant to conversion of Series D CCPS;
(v) Equity Shares held by the investors pursuant to conversion of Series E CCPS;
(vi) Equity Shares held by the investors pursuant to conversion of Series F CCPS; and
(vii) any other Shares that may be acquired by the Investors investors in the Company.
Appears in 1 contract
Samples: Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4 immediately prior to the Closing Date.
4.3. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the Agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C D CCPS), the Investors shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever.
4.4. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements.
4.5. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.6. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.7. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the Company.
4.8. There are no agreements voting trusts, understandings or commitments to which the Company or any of the Founders is a party in respect of any of the Shares of the Company or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.9. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.10. The Company has not bought back, repaid or redeemed or agreed to buy-back, repay or redeem any of its Shares or otherwise reduced or agreed to reduce its share capital or purchased any of its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.
4.11. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and all corporate actions required to be performed by the Company under Applicable Law have been performed.
4.12. The Company has not received any foreign direct investment from any of its existing shareholders.
4.114.13. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in:
4.11.14.13.1. the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.24.13.2. the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.34.13.3. the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.11.44.13.4. the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.13.5. the shareholders’ agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
4.13.6. the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
4.13.7. the shareholders’ agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
4.13.8. the subscription agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, Apoletto, and NVP.
4.124.14. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.14.14.1. Equity Shares held by the Investors pursuant to conversion of Series A CCPS;
4.12.24.14.2. Equity Shares held by the Investors pursuant to conversion of Series B CCPS;
4.12.34.14.3. Equity Shares held by the Investors pursuant to conversion of Series C CCPS;
4.12.44.14.4. Equity Shares held by the Investors pursuant to conversion of Series D CCPS; and
4.14.5. any other Shares that may be acquired by the Investors in the Company.
Appears in 1 contract
Samples: Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the CompanyCompany prior to the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4.
4.3. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part C of SCHEDULE 4 immediately prior represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company as of the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares being issued and allotted to the Persons mentioned in Part C of SCHEDULE 4 on or before the Closing Date.
4.34.4. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the this Agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C J-2 CCPS), the Investors Investor shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever.
4.44.5. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements.
4.54.6. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.64.7. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company or its Subsidiaries to issue, deliver, sell, purchase, re-re- purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company or its Subsidiaries to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.74.8. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the CompanyCompany or its Subsidiaries.
4.84.9. There are no agreements agreements, voting trusts, understandings or commitments to which the Company Company, its Subsidiaries or any of the Founders is a party in respect of any of the Shares of the Company or its Subsidiaries, or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.94.10. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.104.11. The Company has not received any foreign direct investment from bought back, repaid or redeemed or agreed to buy-back, repay or redeem any of its existing shareholdersShares or otherwise reduced or agreed to reduce its share capital or purchased any of its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.
4.114.12. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and all corporate actions required to be performed by the Company under Applicable Law have been performed. The Company has not issued any Shares to residents at a premium.
4.13. The Company and the Founders are not in breach of and have not received any notice of breach of, of any of the provisions, representations or warranties set forth inin any of the following:
4.11.1. (i) the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, AccelAccel India, and SAIF; or;
4.11.2. (ii) the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, AccelAccel India, and SAIF; or;
4.11.3. (iii) the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, AccelAccel India, SAIF, Apoletto and NVP; or;
4.11.4. (iv) the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, AccelAccel India, SAIF, Apoletto and NVP;
(v) the shareholders’ agreement dated December 14, 2015 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB;
(vi) the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB;
(vii) the shareholders’ agreement dated March 30, 2016 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB;
(viii) the subscription agreement dated March 30, 2016 executed by and between the Company, Founders, Accel India, Apoletto, and NVP;
(ix) the shareholders’ agreement dated August 26, 2016 executed by and between the Company, Founders, Accel India, Apoletto, NVP, SAIF, Xxxxxxx, RB and Bessemer;
(x) the subscription agreement dated August 26, 2016 executed by and between the Company, Founders, Accel India, Apoletto, NVP, SAIF, and Xxxxxxxx;
(xi) the shareholders’ agreement dated May 23, 2017 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Naspers Ventures B.V, NVP, RB, and SAIF;
(xii) the subscription agreement dated May 23, 2017 executed by and between the Company, Founders, Bessemer, NVP, SAIF, Accel India, Harmony, and Naspers Ventures B.V.;
(xiii) the shareholders’ agreement dated January 05, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Naspers Ventures B.V, Naspers, NVP, RB, and SAIF;
(xiv) the subscription agreement dated January 05, 2018 executed by and between the Company, Founders, and Naspers;
(xv) the shareholders’ agreement dated January 19, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Meituan, Naspers Ventures B.V, Naspers, NVP, RB, and SAIF;
(xvi) the subscription agreement dated January 05, 2018 executed by and between the Company, Founders, and Meituan;
(xvii) the shareholders’ agreement dated June 08, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Coatue, DST 1, Harmony, Meituan, Naspers Ventures B.V., Naspers, NVP, RB, and SAIF;
(xviii) the subscription agreement dated June 08, 2018 executed by and between the Company, Founders, Naspers, Coatue, DST 1, and Meituan;
(xix) the shareholders’ agreement dated December 20, 2018 executed by between the Founders, Company, Accel India, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, NVP, RB, SAIF, Tencent and Wellington;
(xx) the subscription agreement dated December 20, 2018 executed by and between the Founders, Company, DST, Coatue, Meituan, Naspers, Tencent, HH BTPL, and Wellington;
(xxi) the shareholders’ agreement dated February 11, 2020 executed by between the Company, the Founders, Accel, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, NVP, RB, SAIF, Tencent, and Wellington;
(xxii) the subscription agreement dated February 11, 2020 executed by and between the Founders, Company, Naspers, Wellington and Meituan;
(xxiii) the deeds of accession to the share subscription agreement dated 17 March 2020 executed between Xxxxxxx, XXX, Ark 1, Ark 2, MIGF, SVIC 38, SVIC 45, Naspers, Wellington, Meituan, the Founders and the Company;
(xxiv) the deeds of accession to the shareholders agreement dated 17 March 2020 executed between Tencent, XXX, Ark 1, Ark 2, MIGF, SVIC 38, SVIC 45, Accel India, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, Naspers Ventures B.V., NVP, RB, SAIF, Wellington, the Founders and the Company;
(xxv) the deeds of accession to the share subscription agreement dated 13 May 2020 executed between SVIC 34, the Founders and the Company;
(xxvi) the deeds of accession to the shareholders agreement dated 13 May 2020 executed between SVIC 34, the Founders, the Company;
(xxvii) the Series I-2 Subscription Agreement;
(xxviii) the Series I-3 Subscription Agreement;
(xxix) the Existing SHA; and
(xxx) the Series J Subscription Agreement.
4.124.14. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. (i) Equity Shares held by the Investors Investor pursuant to conversion of Series A CCPS;
4.12.2. (ii) Equity Shares held by the Investors Investor pursuant to conversion of Series B CCPS;
4.12.3. (iii) Equity Shares held by the Investors Investor pursuant to conversion of Series C CCPS;
4.12.4. (iv) Equity Shares held by the Investor pursuant to conversion of Series D CCPS;
(v) Equity Shares held by the Investor pursuant to conversion of Series E CCPS;
(vi) Equity Shares held by the Investor pursuant to conversion of Series F CCPS;
(vii) Equity Shares held by the Investor pursuant to conversion of Series G CCPS;
(viii) Equity Shares held by the Investor pursuant to conversion of Series H CCPS;
(ix) Equity Shares held by the Investor pursuant to conversion of Series I CCPS
(x) Equity Shares held by the Investor pursuant to conversion of Series I-2 CCPS;
(xi) Equity Shares held by the Investor pursuant to conversion of Series I-3 CCPS;
(xii) Equity Shares held by the Investor pursuant to conversion of Series J CCPS; and
(xiii) any other Shares that may be acquired by the Investors Investor in the Company.
Appears in 1 contract
Samples: Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the CompanyCompany prior to the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4.
4.3. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part C of SCHEDULE 4 immediately prior represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company as of the Closing. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares being issued and allotted to the Persons mentioned in Part C of SCHEDULE 4 on or before the Closing Date.
4.34.4. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the this Agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C I2 CCPS), the Investors shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever.
4.44.5. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements.
4.54.6. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.64.7. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company or its Subsidiaries to issue, deliver, sell, purchase, re-re- purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company or its Subsidiaries to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.74.8. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the CompanyCompany or its Subsidiaries.
4.84.9. There are no agreements agreements, voting trusts, understandings or commitments to which the Company , its Subsidiaries or any of the Founders is a party in respect of any of the Shares of the Company or its Subsidiaries, or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.94.10. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.104.11. The Company has not received any foreign direct investment from bought back, repaid or redeemed or agreed to buy-back, repay or redeem any of its existing shareholdersShares or otherwise reduced or agreed to reduce its share capital or purchased any of its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.
4.114.12. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and all corporate actions required to be performed by the Company under Applicable Law have been performed. The Company has not issued any Shares to residents at a premium.
4.13. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in:
4.11.1. (i) the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, AccelAccel India, and SAIF; or
4.11.2. (ii) the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, AccelAccel India, and SAIF; or
4.11.3. (iii) the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, AccelAccel India, SAIF, Apoletto and NVP; or
4.11.4. (iv) the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, AccelAccel India, SAIF, Apoletto and NVP; or
(v) the shareholders’ agreement dated December 14, 2015 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB; or
(vi) the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB; or
(vii) the shareholders’ agreement dated March 30, 2016 executed by and between the Company, Founders, Accel India, SAIF, Apoletto, NVP, Harmony, and RB; or
(viii) the subscription agreement dated March 30, 2016 executed by and between the Company, Founders, Accel India, Apoletto, and NVP; or
(ix) the shareholders’ agreement dated August 26, 2016 executed by and between the Company, Founders, Accel India, Apoletto, NVP, SAIF, Haxxxxx, RB and Bessemer; or
(x) the subscription agreement dated August 26, 2016 executed by and between the Company, Founders, Accel India, Apoletto, NVP, SAIF, and Bexxxxxx; or
(xi) the shareholders’ agreement dated May 23, 2017 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Naspers Ventures B.V, NVP, RB, and SAIF; or
(xii) the subscription agreement dated May 23, 2017 executed by and between the Company, Founders, Bessemer, NVP, SAIF, Accel India, Harmony, and Naspers Ventures B.V.; or
(xiii) the shareholders’ agreement dated January 05, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Naspers Ventures B.V, Naspers, NVP, RB, and SAIF; or
(xiv) the subscription agreement dated January 05, 2018 executed by and between the Company, Founders, and Naspers; or
(xv) the shareholders’ agreement dated January 19, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Harmony, Meituan, Naspers Ventures B.V, Naspers, NVP, RB, and SAIF; or
(xvi) the subscription agreement dated January 05, 2018 executed by and between the Company, Founders, and Meituan; or
(xvii) the shareholders’ agreement dated June 08, 2018 executed by and between the Company, Founders, Accel India, Apoletto, Bessemer, Coatue, DST 1, Harmony, Meituan, Naspers Ventures B.V., Naspers, NVP, RB, and SAIF;
(xviii) the subscription agreement dated June 08, 2018 executed by and between the Company, Founders, Naspers, Coatue, DST 1, and Meituan.
4.12(xix) the shareholders’ agreement dated December 20, 2018 executed by between the Founders, Company, Accel India, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, NVP, RB, SAIF, Texxxxx xnd Wellington; or
(xx) the subscription agreement dated December 20, 2018 executed by and between the Founders, Company, DST, Coatue, Meituan, Naspers, Tencent, HH BTPL, and Wellington; or
(xxi) the shareholders’ agreement dated February 11, 2020 executed by between the Company, the Founders, Accel, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, NVP, RB, SAIF, Texxxxx, and Wellington; or
(xxii) the subscription agreement dated February 11, 2020 executed by and between the Founders, Company, Naspers, Wellington and Meituan; or
(xxiii) the deeds of accession to the share subscription agreement dated 17 March 2020 executed between Texxxxx, XXX, Ark 1, Ark 2, MIGF, SVIC 38, SVIC 45, Naspers, Wellington, Meituan, the Founders and the Company; or
(xxiv) the deeds of accession to the shareholders agreement dated 17 March 2020 executed between Tencent, XXX, Ark 1, Ark 2, MIGF, SVIC 38, SVIC 45, Accel India, DST, Bessemer, Coatue, Harmony, HH BTPL, Meituan, Naspers, Naspers Ventures B.V., NVP, RB, SAIF, Wellington, the Founders and the Company; or
(xxv) the deeds of accession to the share subscription agreement dated 13 May 2020 executed between SVIC 34, the Founders and the Company; or
(xxvi) the deeds of accession to the shareholders agreement dated 13 May 2020 executed between SVIC 34, the Founders, the Company.
4.14. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. (i) Equity Shares held by the Investors pursuant to conversion of Series A CCPS;
4.12.2. (ii) Equity Shares held by the Investors pursuant to conversion of Series B CCPS;
4.12.3. (iii) Equity Shares held by the Investors pursuant to conversion of Series C CCPS;
4.12.4. (iv) Equity Shares held by the Investors pursuant to conversion of Series D CCPS;
(v) Equity Shares held by the Investors pursuant to conversion of Series E CCPS;
(vi) Equity Shares held by the Investors pursuant to conversion of Series F CCPS;
(vii) Equity Shares held by the Investors pursuant to conversion of Series G CCPS;
(viii) Equity Shares held by the Investors pursuant to conversion of Series H CCPS;
(ix) Equity Shares held by the Investors pursuant to conversion of Series I CCPS
(x) Equity Shares held by the Investors pursuant to conversion of Series I2 CCPS; and
(xi) any other Shares that may be acquired by the Investors in the Company.
Appears in 1 contract
Samples: Subscription Agreement
Share Capital and Shareholding. 4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital of the Company is as set out in Part B of SCHEDULE 4.
4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and outstanding Shares and other Dilution Instruments of the Company. The Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4 immediately prior to the Closing Date.
4.3. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued and delivered in accordance with the terms of the Agreement, duly authorized, validly issued, fully paid and non-assessable assessable, and free of pre-emptive rights and other Encumbrances. Upon issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion of the Series C E CCPS), the Investors shall have the marketable title to and shall be the sole legal and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any description whatsoever.
4.4. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed, matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company or the Founders has entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render the issue and allotment of any of the Investor Securities in violation of such agreements.
4.5. Neither the entry into, nor compliance with, nor completion under the Transaction Documents is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or privilege the Company and/or the Founders presently enjoy.
4.6. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts, arrangements, requirements or commitments of any character (either oral or written, firm or conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired, any Equity Shares or any securities exchangeable for or convertible into the foregoing or obligating the Company to grant, extend or enter into any such contract, arrangement, requirement or commitment, nor are there any rights to receive dividends or other distributions in respect of any such securities.
4.7. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights, conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option scheme or stock incentive schemes in favour of the Directors or employees of the Company.
4.8. There are no agreements voting trusts, understandings or commitments to which the Company or any of the Founders is a party in respect of any of the Shares of the Company or to create, issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.
4.9. None of the Founders of the Company has transferred the Shares held by him/it in the Company by way of a gift or by any transaction that was less than the fair market value of the Shares as on the date of transaction.
4.10. The Company has not bought back, repaid or redeemed or agreed to buy-back, repay or redeem any of its Shares or otherwise reduced or agreed to reduce its share capital or purchased any of its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.
4.11. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and all corporate actions required to be performed by the Company under Applicable Law have been performed. The Company has not issued any Shares to residents at a premium.
4.12. The Company has not received any foreign direct investment from any of its existing shareholders.
4.114.13. The Company and the Founders are not in breach of and have not received any notice of breach of, any of the provisions, representations or warranties set forth in:
4.11.1. (i) the shareholders’ agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.2. (ii) the subscription agreement dated February 05, 2015 executed by and between the Company, Founders, Accel, and SAIF; or
4.11.3. (iii) the shareholders’ agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
4.11.4. (iv) the subscription agreement dated May 26, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto and NVP; or
(v) the shareholders’ agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(vi) the subscription agreement dated December 14, 2015 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(vii) the shareholders’ agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or
(viii) the subscription agreement dated March 30, 2016 executed by and between the Company, Founders, Accel, Apoletto, and NVP; or
(ix) the shareholders’ agreement dated August 26, 2016 executed by and between the Company, Founders, Accel, Apoletto, NVP, SAIF, Xxxxxxx, RB and Bessemer; or
(x) the subscription agreement dated August 26, 2016 executed by and between the Company, Founders, Accel, Apoletto, NVP, SAIF, and Xxxxxxxx.
4.124.14. All the representations and warranties set forth herein in respect of the Investor Securities shall be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following Dilution Instruments as adjusted for any capital reorganization including any stock splits, consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:
4.12.1. (i) Equity Shares held by the Investors pursuant to conversion of Series A CCPS;
4.12.2. (ii) Equity Shares held by the Investors pursuant to conversion of Series B CCPS;
4.12.3. (iii) Equity Shares held by the Investors pursuant to conversion of Series C CCPS;
4.12.4. (iv) Equity Shares held by the Investors pursuant to conversion of Series D CCPS;
(v) Equity Shares held by the Investors pursuant to conversion of Series E CCPS; and
(vi) any other Shares that may be acquired by the Investors in the Company.
Appears in 1 contract
Samples: Subscription Agreement
