Purchased ADSs definition
Examples of Purchased ADSs in a sentence
Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Purchased ADSs.
Unless this Agreement is terminated by mutual consent of each Seller and Purchaser, the representations and warranties of each Seller and Purchaser contained in Articles II and III, respectively, shall survive the Closing Date and the delivery, in whole or in part, of the Purchased ADSs.
Purchaser acknowledges and agrees that the Purchased ADSs have not been registered for sale or resale under the Securities Act and are being transferred under this Agreement pursuant to an exemption from the registration requirements of the Securities Act.
Purchaser is acquiring the Purchased ADSs for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.
Purchaser is acquiring the Purchased ADSs hereunder in the ordinary course of its business.
Seller is the sole and exclusive record and beneficial owner of the Purchased ADSs and owns such Purchased ADSs free from all taxes, liens, claims, encumbrances, mortgage, charges, security interests, pledges, hypothecation, title defect, escrows, lock-up arrangements, right of preemption, put or call right, adverse claim of ownership and restrictions on transfer (except for restrictions or limitations on transfer imposed by applicable United States federal or state securities laws) (“Encumbrances”).
Purchaser acknowledges and agrees that as of the date hereof Purchased ADSs have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available.
Purchaser acknowledges that it has no right to require the Company to register Purchased ADSs.
The closing of the sale and purchase of the Purchased ADSs (the “Closing”) shall take place at the offices of O’Melveny & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇ Centre, Office Tower, 37th Floor, ▇▇.
Purchaser acknowledges that Seller has not given Purchaser any investment advice, credit information or opinion on whether the purchase of the Purchased ADSs is prudent.