Series D Purchaser definition
Examples of Series D Purchaser in a sentence
The representations and warranties of such Series D Purchaser contained in Article V hereof shall be true and correct as of the Closing Date.
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.
Without the prior written consent of the Company, no Series D Purchaser shall assign its rights or obligations under this Agreement to any third party, whether directly or indirectly through assignment or transfer of any equity security of the Series D Purchaser or any intermediate entities, provided that any Series D Purchaser may assign any of its rights or obligations under this Agreement to its Affiliates without the consent of any other Party.
The Company shall have delivered to such Series D Purchaser the Transaction Documents, duly executed by the Company and all other parties thereto (except for 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 understands that the Series D Purchased Shares, and any securities issued in respect of or exchange for the Series D Purchased Shares, may bear one or all of the following legends: (i) any legend set forth in, or required by, the other Transaction Agreements and (ii) any legend required by any securities laws to the extent such laws are applicable to the Series D Purchased Shares represented by the certificate so legended.
The Company shall have delivered to such Series D Purchaser a copy of executed Control Documents then in effect.
Such Series D Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.
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.
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.