Examples of Series D Purchaser in a sentence
Such Series D Purchaser acknowledges that the Company has no obligation to register or qualify the Series D Purchased Shares or the Series D Conversion Shares for resale, except as set forth in the Shareholders Agreement.
Such Series D Purchaser shall have received a certificate of good standing issued by the Registrar of Companies of the Cayman Islands dated no more than ten (10) days prior to the Closing, certifying that the Company is duly constituted, has paid all required fees and is in good standing.
All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to such Series D Purchaser, and such Series D Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.
Such Series D Purchaser understands that the Company’s sale of the Series D Purchased Shares pursuant to this Agreement is not intended to be part of the public offering of the Company, and that it will not be able to rely on the protection of section 11 of the Act.
Each Group Company has fully provided each Series D Purchaser with all the information that such Series D Purchaser has reasonably requested for deciding whether to purchase the Series D Purchased Shares and all information that each Group Company reasonably believes is necessary or relevant to enable each Series D Purchaser to make an informed investment decision.
Any waiver, permit, consent or approval of any kind or character on the part of any Group Company, any Founder Party or Series D Purchaser of any breach or default under this Agreement or any waiver on the part of any Group Company, any Founder Party or Series D Purchaser of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.
The shareholders’ resolution and board resolutions of the Company reflecting the completion of ESOP Adjustment shall have been delivered to such Series D Purchaser, each in a form and substance to the reasonable satisfaction of such Series D Purchaser.
There is no Action pending or, to the Knowledge of such Series D Purchaser, threatened against such Series D Purchaser that questions the validity of any Transaction Document or the right of such Series D Purchaser to enter into any Transaction Document or to consummate the transactions contemplated hereunder or thereunder.
Such Series D Purchaser shall have received (i) a Cayman legal opinion issued by a qualified Cayman Islands legal counsel to the Company and (ii) a PRC legal opinion issued by a qualified PRC legal counsel to the Company, substantially in the form attached hereto as Exhibit G.
The Company shall have delivered to such Series D Purchaser a copy of executed Control Documents then in effect.