Examples of Series A-1 Investor in a sentence
Series A-1 Investor: Origin Investment Holdings Limited By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory SHARES PURCHASE AGREEMENT SCHEDULE I Part A LIST OF PRINCIPAL AND ORDINARY SHAREHOLDER Principal PRC ID Card Number Holding Company Number of Class B Ordinary Shares Held through Holding Company Percentage of Shareholding in Holding Company Xxxxx Xx (张熙) [·] Happy Edu Inc.
The Company shall have duly executed and delivered to the relevant Series A-1 Investor a director indemnification agreement with respect to the appointment of the Series A-1 Director nominated by such Series A-1 Investor at the Closing in form and substance satisfactory to the Majority Series A-1 Investor.
The Pre-Closing Restructuring Steps shall have been duly completed pursuant to the Restructuring Agreement (including completion of any relevant filings or registrations required by applicable Laws to perfect the matters set forth in the Controlling Documents (except that the registration of equity pledge under the equity interest pledge agreement may be submitted and completed after the Closing pursuant to the Restructuring Agreement)) in a manner satisfactory to such Series A-1 Investor.
Such Series A-1 Investor has all requisite capacity, power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out and perform its obligations hereunder and thereunder.
The Parties acknowledge and agree that nothing in the Transaction Documents shall create a fiduciary duty of any Series A-1 Investor or its Affiliates to the Company or the shareholders of the Company.
All actions and internal approvals on the part of such Series A-1 Investor necessary for the authorization, execution and delivery of the Transaction Documents, the performance of all obligations hereunder and thereunder, have been taken or will be taken prior to the Closing.
The Company shall have delivered to each of Series A-1 Investor, Tencent and Taikang a copy of indemnification agreement between the Company and the Investor Director (as defined in the Shareholders Agreement) appointed by Series A-1 Investor, Tencent and Taikang respectively, duly executed by the Company (the “Indemnification Agreement”) in form and substance attached hereto as Exhibit E.
Part II: Particulars of Series A1 Investor Name of Series Al Investor Registered Office PERFECT HARMONY GROUP LIMITED Sertus Incorporations (BVI) Limited, Sertus Xxxxxxxx, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
If requested by Series A-1 Investor, Tencent or Taikang, the Company shall obtain and maintain director and officer insurance with coverage and terms to the reasonable satisfaction of Series A-1 Investor, Tencent or Taikang.
The representations and warranties made by each Series A-1 Investor in Schedule V, in all material respects, shall be true, correct, complete and not misleading when made, and shall be true, correct, complete and not misleading as of the Closing Date with the same force and effect as if they had been made on and as of such date, or as of another date if any representations and warranties are made with respect to such other date.