Series D Purchaser definition
Examples of Series D Purchaser in a sentence
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.
Each of the Founder Parties jointly and severally covenants to each Series D Purchaser in the terms set forth in Section 6.1 to Section 6.4. Each of the Group Companies jointly and severally covenants to each Series D Purchaser in the terms set forth in Section 6.5 to Section 6.27.
Upon request by such Series D Purchaser that is not an existing shareholder of the Company, the Company and the applicable Founder Holding Companies shall have agreed and accepted to the deed of adherence to the Restricted Shares Agreements duly executed by such Series D Purchaser in substantially the form attached hereto as Exhibit F.
The Company shall have delivered to such Series D Purchaser a copy of executed Control Documents then in effect.
Subject to Section 2.3, (i) the purchase by each Series D Purchaser of its Series D Purchased Shares shall be a separate and severally enforceable and terminable transaction in accordance with the terms of this Agreement and (ii) each Series D Purchaser’s rights and obligations provided herein shall be several and independent.
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.
Such Series D Purchaser understands that the Series D Purchased Shares and the Series D Conversion Shares are restricted securities within the meaning of Rule 144 under the Act, that the Series D Purchased Shares and Series D Conversion Shares are not registered or listed publicly or unless an exemption from such registration or listing is available.
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 representations and warranties of such Series D Purchaser contained in Article V hereof shall be true and correct as of the Closing Date.
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.