Examples of Series D Purchasers in a sentence
The minute books of each Group Company with regard to the material matters or material transactions since its time of formation have been made available to the Series D Purchasers and each such minute books contains a complete summary of all meetings and actions taken by directors and shareholders or owners of such Group Company, and reflects all transactions referred to in such minutes accurately in all material respects.
As soon as practicable after the Closing, the Group Companies shall establish and maintain the accounting policies and financial system in full compliance with all applicable laws and regulations and prepare all the financial statements in accordance with the accounting standards mutually agreed by the Company and the Series D Purchasers.
Subject to Article VII and Article VIII, the completion of the sale and purchase of the Series D Purchased Shares pursuant to this Agreement (the “Closing”) shall take place via the exchange of documents and signatures by the relevant Parties on March 5, 2018 or at such other date and place as the Company and the Series D Purchasers may mutually agree upon (March 5, 2018 or such other date, as applicable, the “Closing Date”).
This Agreement and the rights and obligations therein may not be assigned by the Group Companies or the Founder Parties without the prior written consent of the Series D Purchasers.
The sale and purchase of the Series D Notes to be purchased by each Series D Purchaser shall occur at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, at 10:00 a.m., Eastern time, at a closing (the “Closing”) on June 21, 2018 or on such other Business Day thereafter as may be agreed upon by the Company and the Series D Purchasers.
Subject to Section 9.1, all remedies, either under this Agreement, or by law or otherwise afforded to the Group Companies, the Founder Parties and the Series D Purchasers shall be cumulative and not alternative.
Within thirty (30) Business Days following the Closing, the Company shall file the Restated Articles, together with the special or written shareholders resolution approving its adoption, with the Registrar of Companies of the Cayman Islands, and the Company shall provide the Series D Purchasers a copy of the filed Restated Articles for its record.
No financial forecasts or forward-looking statements in any business plans or other materials provided by any Group Company to the Series D Purchasers have been prepared based on unreasonable assumptions.
Any term of this Agreement may be amended only with the written consent of the Group Companies, the Founder Parties and the Series D Purchasers.
Each of (i) XXXXX Xxxxx (黄峥), BVI 1 and the Samoa Company on a joint and several basis, and (ii) BVI 2, severally and not jointly represents and warrants the following to each of the Series D Purchasers as of the date hereof and the Closing Date.