TRUE-UP ADSs Sample Clauses

TRUE-UP ADSs. In the event that VWAP of the ADSs during the five days prior to the date which is the earlier of (i) 90 days after the Registration Statement is declared effective by the SEC and (ii) the date that all Purchased ADSs are eligible for resale pursuant to Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (the “True-Up Price”) is less than the Purchase Price, within 10 days of such date the Company shall issue to the Investors up to 500,000 additional ADSs equal to the difference between the Purchase Price and the True-Up Price aggregated across the number of ADS purchased at the First Closing, Second Closing and Optional Closing, based upon the Purchase Price (the “True-Up ADSs”). For the purpose of illustration, if the True-up Price is $2.50, the Company will issue an additional 266,667 ADSs, calculated as $3.00 less $2.50, multiplied by 1,333,333 ADSs (the number of ADSs to be purchased upon the at the First Closing, Second Closing and Optional Closing), and divided by $2.50. In the event the number of True-Up ADSs is insufficient to cover the amount for which such ADSs are intended, the True-Up ADSs will be issued to the Investors pro rata according to the portion of Purchased ADSs such Investor is purchasing.

TRUE-UP ADSs. In the event that VWAP of the ADSs during the five days prior to the date which is the earlier of (i) 90 days after the Registration Statement is declared effective by the SEC and (ii) the date that all Purchased ADSs are eligible for resale pursuant to Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (the “True-Up Price”) is less than the Purchase Price, within 10 days of such date the Company shall issue to the Investors up to 500,000 additional ADSs equal to the difference between the Purchase Price and the True-Up Price aggregated across the number of ADS purchased at the First Closing and Second Closing, based upon the Purchase Price (the “True-Up ADSs”). For the purpose of illustration, if the True-up Price is $2.50, the Company will issue an additional 200,000 ADSs, calculated as $3.00 less $2.50, multiplied by 1,000,000 ADSs (the number of ADSs to be purchased upon the at the First Closing and Second Closing), and divided by $2.50. In the event the number of True-Up ADSs is insufficient to cover the amount for which such ADSs are intended, the True-Up ADSs will be issued to the Investors pro rata according to the portion of Purchased ADSs such Investor is purchasing.” 7. Section 7.c. is hereby deleted in its entirety and replaced with the following: “The Company will be responsible for all costs and fees relating to the original issuance of ADSs issued at the First Closing and the Second Closing, or upon the exercise of Warrants.” 8. The first sentence of Section 8 is hereby deleted in its entirety and replaced with the following: “The Company shall prepare and file with the SEC a registration statement on Form F-1 (the “Registration Statement”) to cover the resale by the Investors of the Class A ordinary shares underlying the Purchased ADSs, Warrant ADSs, Origination ADSs and the maximum number of True-Up ADSs(the “Registrable Securities”).” 9. Section 9.c. is hereby amended by adding the following after 9.c.iv.: v. confirmation that the restrictive legend has been removed from the ADSs received at the First Closing.” 10. Section 9.e. is hereby deleted in its entirety. 11. Section 9.f. is hereby deleted in its entirety. 12. The first paragraph in Section 10 is hereby amended by deleting the reference to the Optional Closing. 13. Section 18 is hereby amended by deleting the second sentence in its entirety. 14. Schedule I is hereby deleted in its entirety and replaced by Schedule I included herein.