Examples of Preferred Sale Shares in a sentence
The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.
The obligations of the Company to sell Preferred Sale Shares to the Purchasers at the Initial Closing or any subsequent Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived.
The Preferred Sale Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, applicable securities laws of the United States of America or the Cayman Islands and Liens created by or imposed by a Purchaser.
The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Preferred Sale Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Preferred Sale Shares.
The Purchaser understands that the Preferred Sale Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.
The Purchaser understands that no public market now exists for the Preferred Sale Shares, and that the Company has made no assurances that a public market will ever exist for the Preferred Sale Shares.
Such number of Preferred Sale Shares representing a minimum aggregate value of US$9,000,000.
All authorizations, approvals or permits, if any, of any Governmental Entity of the United States of America or the Cayman Islands that are required in connection with the lawful issuance and sale of the Preferred Sale Shares pursuant to this Agreement shall be obtained and effective as of the Closing Date.
The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Preferred Sale Shares with the Company’s management and has had an opportunity to review the Company’s facilities.