Common use of Ordinary Shares Clause in Contracts

Ordinary Shares. (i) The Ordinary Shares issued and outstanding prior to the issuance of the Offered Securities have been duly authorized and are validly issued, fully paid and non-assessable. As of the date hereof, the Company has authorized, issued and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing Documents” and, as of the Closing Date, the Company shall have authorized, issued and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing Documents.” (ii) Except as described in the Time of Sale Prospectus and the Prospectus, there are (A) no outstanding securities issued by the Company convertible into or exchangeable for, rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Ordinary Shares or any of the share capital of the Company, and (B) no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s Controlled Entities.

Appears in 2 contracts

Samples: Underwriting Agreement (Nature Wood Group LTD), Underwriting Agreement (Nature Wood Group LTD)

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Ordinary Shares. (i) The Ordinary Shares issued and ordinary shares outstanding prior to the issuance of the Offered Securities Shares represented by the ADSs to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable. As of the date hereof, the Company has authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital” and, as of the Closing Date, the Company shall have authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital.” (ii) Except as described in the Time of Sale Prospectus and the Prospectus, there are (A) no outstanding securities issued by the Company convertible into or exchangeable for, rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Ordinary Shares ordinary shares or any of the share capital of the Company, and (B) no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s Controlled Subsidiaries and Affiliated Entities.

Appears in 1 contract

Samples: Underwriting Agreement (China Online Education Group)

Ordinary Shares. (i) The Ordinary Shares issued and outstanding prior to the issuance of the Offered Securities to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable. As of the date hereof, the Company has authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital” and, as of the Closing Date, the Company shall have authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital.” (ii) Except as described in the Time of Sale Prospectus and the Prospectus, there are (A) no outstanding securities issued by the Company convertible into or exchangeable for, for rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Ordinary Shares or any of the share capital of the Company, and (B) no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s Controlled Subsidiaries and Affiliated Entities.

Appears in 1 contract

Samples: Underwriting Agreement (X Financial)

Ordinary Shares. (i) The Ordinary Shares issued and outstanding prior to the issuance of the Offered Securities Shares have been duly authorized and are validly issued, fully paid and non-assessable. As of the date hereof, the Company has authorized, issued and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital” and, as of the Closing Date, the Company shall have authorized, issued and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital.” (ii) Except as described in the Time of Sale Prospectus and the Prospectus, there are (A) no outstanding securities issued by the Company convertible into or exchangeable for, rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Ordinary Shares or any of the share capital of the Company, and (B) no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s Controlled Subsidiaries and Consolidated Affiliated Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Agora, Inc.)

Ordinary Shares. (iA) The Ordinary Shares issued and (including the Shares to be sold by the Selling Shareholders) outstanding prior to the issuance of the Offered Securities Shares by the Company have been duly authorized and are validly issued, fully paid and non-assessable. As of the date hereof, the Company has authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital” and, as of the Closing Date, the Company shall have authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital.” (iiB) Except as described in the Time of Sale Prospectus and the Prospectus, there are (Ai) no outstanding securities issued by the Company convertible into or exchangeable for, rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Ordinary Shares or any of the share capital of the Company, and (Bii) no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s Controlled EntitiesSubsidiaries and the Affiliated Entity.

Appears in 1 contract

Samples: Underwriting Agreement (Baozun Inc.)

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Ordinary Shares. (i) The Ordinary Shares issued and outstanding prior to the issuance of the Offered Securities to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable. As of the date hereof, the Company has authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital” and, as of the Closing Date, the Company shall have authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital.” (ii) Except as described in the Time of Sale Prospectus and the Prospectus, there are (A) no outstanding securities issued by the Company convertible into or exchangeable for, for rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Ordinary Shares or any of the share capital of the Company, and (B) except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s Controlled Subsidiaries and Affiliated Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Youdao, Inc.)

Ordinary Shares. (iA) The Ordinary Shares issued and outstanding prior to the issuance of the Offered Securities Shares to be sold by the Company have been duly authorized authorized, issued and are validly issued, fully paid and non-assessable. As of the date hereof, the Company has authorized, issued and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital” and, as of the Closing Date, the Company shall have authorized, issued authorized and outstanding capitalization as set forth in the sections of the Time of Sale Prospectus and the Prospectus under the headings “Capitalization” and “Description of Shares and Governing DocumentsShare Capital.” (iiB) Except as described in the Time of Sale Prospectus and the Prospectus, there are (Ai) no outstanding securities issued by the Company convertible into or exchangeable for, rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Ordinary Shares or any of the share capital of the Company, and (Bii) no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s Controlled Subsidiaries or Affiliated Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Fangdd Network Group Ltd.)

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