Examples of Class A-1 Ordinary Shares in a sentence
Subject to the terms and conditions of this Agreement, at the Closing, each Investor agrees to subscribe for, and the Company agrees to issue and sell to each Investor, that number of Class A-1 Ordinary Shares and Class A-2 Ordinary Shares as set forth opposite such Investor’s name on Exhibit A.
Upon the initial public offering, all outstanding Class A-1 Ordinary Shares and Class A-2 Ordinary Shares shall automatically be converted into Class A Ordinary Shares, at the then effective Class A-2 Conversion Price and Class A-1 Conversion Price, and such shares may not be reissued by the Company.
On each Class A-1 Redemption Date, the Company shall redeem, on a pro rata basis in accordance with the number of Class A-1 Ordinary Shares owned by each holder, that number of outstanding Class A-1 Ordinary Shares determined by dividing (i) the total number of Class A-1 Ordinary Shares outstanding immediately prior to such Class A-1 Redemption Date by (ii) the number of remaining Class A-1 Redemption Dates (including the Class A-1 Redemption Date to which such calculation applies).
If on any Class A-1 Redemption Date the Cayman Islands law governing distributions to shareholders prevents the Company from redeeming all Class A-1 Ordinary Shares to be redeemed, the Company shall ratably redeem the maximum number of shares that it may redeem consistent with such law.
Other than (i) the right to convert set out in Articles 16(a) and (b), (ii) the liquidation right set out in Article 15 and Article 20 and (iii) the redemption right set out in Article 25, Class A-2 Ordinary Shares and Class A-1 Ordinary Shares shall be treated as the same Class in all other respects with Class A Ordinary Shares.
For the avoidance of doubt, holders of Class A-1 Ordinary Shares and Class A-2 Ordinary Shares shall have no other right to conversion except pursuant to the initial public offering.
Following receipt of the Class A-1 Redemption Request, the Company shall within fifteen (15) business days give written notice (the “Class A-1 Redemption Notice”) to each holder of record of a Class A-1 Ordinary Share and all other holders of Class A-1 Ordinary Shares shall have the right to participate in such redemption by sending a written notice (such notice shall be deemed as a Class A-1 Redemption Request as well) to the Company within fifteen (15) business days after receipt of the Company’s notice.
The authorised share capital of the Company is currently US$50,000 divided into (i) 4,880,496,457 Class A Ordinary Shares of a par value of US$0.00001 each, (ii) 9,519,000 Class A-1 Ordinary Shares of a par value of US$0.00001 each, (iii) 13,663,700 Class A-2 Ordinary Shares of a par value of US$0.00001 each, (iv) 75,150,400 Class B Ordinary Shares of a par value of US$0.00001 each and (iii) 21,170,443 Series A Preferred Shares of a par value of US$0.00001 each.
No adjustment in the Class A-1 Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Ordinary Shares if the Company receives written notice from the holders of a majority of the Class A-1 Ordinary Shares agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Ordinary Shares.
In priority and in preference to any payment to the holders of Class A-2 Ordinary Shares, Class A-1 Ordinary Shares, Class A Ordinary Shares and Class B Ordinary Shares, the holders of Series A Preferred Shares then outstanding shall be entitled to be paid, pari passu as between themselves, an amount per Share equal to 100% of the Series A Original Issue Price (as adjusted), plus all declared but unpaid dividends (if applicable) on such Series A Preferred Share (the “Series A Liquidation Amount”).