Delayed Closing. If (i) any Series D Purchaser fails or is unable to comply with any of its obligations under Section 1.2 on Closing or (ii) the conditions to Closing as set forth in Article VII (the “Purchasers’ Conditions”) are not satisfied or waived with respect to all Series D Purchasers as at the Closing Date, the Company: (a) shall proceed to Closing with respect to the Series D Purchaser(s) who are willing and able to comply with their obligations under Section 1.2 and with respect to whom the Purchasers’ Conditions are satisfied, unless such Series D Purchasers do not include the Series D Lead Purchaser; and (b) may postpone the completion of the sale of Series D Preferred Shares with respect to the Series D Purchaser(s) who fail or are unable to comply with their obligations under Section 1.2 or with respect to whom the Purchasers’ Conditions are not satisfied or waived by the Closing to a date designated by the Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to proceed to Closing unless the Series D Lead Purchaser is willing and able to proceed to Closing.
Appears in 3 contracts
Sources: Series D Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Series D Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)