Examples of Founder Seller in a sentence
The Company shall have the right to purchase, and subsequently cancel in accordance with the laws of the Cayman Islands all or any part of the Remaining Shares if the Company gives written notice of the exercise of such right to the Key Founder Seller or the Other Shareholder Seller (as the case may be) proposing to Transfer the Offered Shares within ten (10) days of delivery of the Confirmation Notice to the Company and each of the Preferred Shareholders.
Such RFR Notice shall constitute an offer by the Key Founder Seller or the Other Shareholder Seller (as the case may be) to each of the Preferred Shareholders to sell to it the total number of the Offered Shares.
The Key Founder Seller or the Other Shareholder Seller (as the case may be) and its directors (if applicable) have all the necessary powers and authorities under its memorandum and articles of association or otherwise to execute, complete and perform the Transfer.
If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company (including affirmative votes of all Preferred Share Directors) in good faith, and such determination will be binding upon the Company, each Preferred Shareholder (if applicable), and the Key Founder Seller or the Other Shareholder Seller (as the case may be), absent fraud or error.
The Key Founder Seller or the Other Shareholder Seller (as the case may be) shall ensure that the Participating Co-Sale Shareholder Shares are included in the relevant Transfer to the Approved Third Party Purchaser.
The Key Founder Seller or the Other Shareholder Seller (as the case may be) shall use its best efforts to ensure that the Proposed Transferee (if not an existing shareholder of the Company) is a Person of good reputation acceptable to the Preferred Shareholders.
At the Closing, the parties hereto shall enter into the Escrow Agreement, pursuant to which Buyer shall deliver to the Escrow Agent on behalf of the applicable Sellers (at the applicable times described herein and therein) each of the Expense Fund, Individual Non-Founder Seller Closing Amount, Individual Founder Seller Closing Stock Amount, Individual Founder Seller Closing Cash Amount, Post-Closing Adjustment Holdback Amount and Indemnity Holdback Amount.
Each Fully Participating Preferred Shareholder shall have ten (10) days after receipt of the Overallotment Notice (the “Overallotment Refusal Period”) to deliver a written notice to the Key Founder Seller or the Other Shareholder Seller (as the case may be) of its election to purchase up to its pro rata share of the Overallotment Shares on the same terms and conditions as set forth in the RFR Notice.
The Key Founder Seller (except Xxxxxxx Xxx Xxxxx (黄伟)) or the Other Shareholder Seller (as the case may be) is a company duly incorporated, validly existing and in good standing under the respective laws of jurisdictions in which it is incorporated, and is qualified and is duly authorized to conduct business in the jurisdictions where it is operating its business.
Any such upward or downward adjustment in respect of the Final Net Working Capital will be reflected in the calculation of the Post-Closing Adjustment Holdback Amount to be distributed to the Sellers, each in accordance with its respective Non-Founder Seller Pro-Rata Share or Founder Seller Pro-Rata Share, as applicable, after the Closing pursuant to Sections 1.2(b) and (c).