Common use of Purchase Notice Clause in Contracts

Purchase Notice. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day (i) Exhibit A (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Purchase Notice Date"). If Exhibit A is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then the next Business Day shall be the Purchase Notice Date, unless waived by Investor. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated herein.

Purchase Notice. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. The Company may at their own discretion direct the Investor to purchase the Purchase Notice Shares pursuant to section 2.2(a). The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day (the “Purchase Notice Date”) that is (x) the same Business Day on which (i) Exhibit A (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time time, or (y) the “Purchase Notice Date"). If Business Day immediately following the Business Day on which (i) Exhibit A is received after 9:00 a.m. New York time or the DWAC of (ii) the applicable Purchase Notice Shares has not been is completed as confirmed by the Investor’s Designated Brokerage Account by after 9:00 a.m. New York time, then the next Business Day shall be the Purchase Notice Date, unless waived by Investor, in which case the Purchase Notice Date shall be deemed to be the same Business Day on which Form A and the Purchase Notice Shares are delivered. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated herein.

Purchase Notice. At any time and from time to time during Within three Business Days following the Commitment Period, except as provided in this Agreementoccurrence of a Mandatory Purchase Event, the Company may Purchaser shall mail, or deliver to the Transfer Agent for mailing and cause the Transfer Agent to mail, to the record holders of the Listed Shares described in Section 2.2(a), a notice (the “Mandatory Purchase Notice”) which shall state: (a) That a Mandatory Purchase Event has occurred and that pursuant to the provisions of the LLC Agreement and these Purchase Provisions the Purchaser will purchase all of the outstanding Listed Shares that are not held by the Purchaser or its Affiliates at the Mandatory Purchase Price; (b) A brief description of the circumstances and relevant facts regarding the Mandatory Purchase Event; (c) The dollar amount per Listed Share of the Mandatory Purchase Price; (d) The date on which the Listed Shares will be purchased (the “Purchase Date”), which shall be no later than five Business Days from the date the Mandatory Purchase Notice is mailed by the Purchaser or the Transfer Agent; and (e) The instructions a holder of Listed Shares must follow, including any other documents such holder must deliver, in order to Investor, subject receive the Mandatory Purchase Price. Any such Mandatory Purchase Notice mailed to satisfaction a record holder of Listed Shares at such holder’s address as reflected in the records of the conditions Transfer Agent as of the time set forth in Section 7 and otherwise provided herein. The Company shall deliver 2.2, or delivered by the Purchase Notice Shares as DWAC Shares Purchaser to the Designated Brokerage Account alongside Transfer Agent for mailing to such holders, shall be conclusively presumed to have been given, whether or not such holder receives such notice. Failure to give any such notice to any particular holder or holders shall not affect the delivery validity of the Mandatory Purchase Notice. A pursuant to these Purchase Notice shall be deemed delivered on the Business Day (i) Exhibit A (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Purchase Notice Date"). If Exhibit A is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then the next Business Day shall be the Purchase Notice Date, unless waived by Investor. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated hereinProvisions.

Purchase Notice. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day (i) that Exhibit A (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Purchase Notice Date"). If Exhibit A is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then however, the next Business Day shall be the Purchase Notice DateDate if the applicable Form of Purchase Notice is received by the Investor after 9:00 am New York Time, unless waived by the Investor (the “Purchase Notice Date”). Receipt of the Ordinary Shares constituting the applicable Purchase Notice Shares in each Purchase Notice to the Investor as DWAC Shares must occur prior to 5:00 p.m., New York City time, on the Trading Day following the Purchase Notice Date (the “Delivery Cutoff”). In the event that any Purchase Notice Shares are not delivered prior to the applicable Delivery Cutoff, the Company shall immediately pay a late fee to the Investor equal to 105% of the Investor’s cost to purchase a number of Ordinary Shares equal to the number of shares that the Company failed to timely deliver. The Company shall not issue any fraction of Ordinary Shares to the Investor in connection with any Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of Ordinary Shares, the Company shall round such fraction of Ordinary Shares down to the nearest whole share. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated herein.

Purchase Notice. At A Holder may exercise its right specified in Section 4.1(a) upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any time and from time other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “Purchase Notice”), to a Paying Agent at any time during the Commitment Periodperiod beginning at 9:00 a.m., except New York City time, on the date that is 20 Business Days immediately preceding the relevant Purchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date. The Purchase Notice must state: (1) if Certificated Securities are to be delivered, the certificate number of the Security that the Holder shall deliver to be purchased; (2) the portion of the principal amount of the Security that the Holder shall deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; and (3) that such Security shall be purchased by the Company as provided of the Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities and in this Agreement, Indenture. The delivery of such Security to any Paying Agent (together with all necessary endorsements) at the Company may deliver office of such Paying Agent shall be a Purchase Notice condition to Investor, subject to satisfaction the receipt by the Holder of the conditions set forth Purchase Price; provided that such Purchase Price shall be paid pursuant to this Section 4.1 only if the Security so delivered to the Paying Agent shall conform in Section 7 and otherwise provided hereinall respects to the description thereof in the related Purchase Notice. The Company shall deliver purchase from the Holder thereof, pursuant to this Section 4.1, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Article 4 that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice Shares as DWAC Shares contemplated by this Section 4.1(c) shall have the right to the Designated Brokerage Account alongside the delivery of the Purchase Notice. A withdraw such Purchase Notice shall be deemed delivered at any time prior to 5:00 p.m., New York City time, on the Business Day (i) Exhibit immediately preceding to the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.2. A (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by Paying Agent shall promptly notify the Investor and (ii) the DWAC Company of the applicable receipt by it of any Purchase Notice Shares has been initiated and completed as confirmed by or written notice of withdrawal thereof. Anything herein to the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (contrary notwithstanding, in the “case of Global Securities, any Purchase Notice Date"). If Exhibit A is received after 9:00 a.m. New York may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York to time, then the next Business Day shall be the Purchase Notice Date, unless waived by Investor. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated herein.

Purchase Notice. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to the Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. The Simultaneous with the delivery of a Purchase Notice to the Investor, the Company shall deliver the a copy of such Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the Purchase NoticeDepositary Bank. A Purchase Notice shall be deemed delivered on the Business Day (such date, the “Purchase Notice Date”) when all of the following have been satisfied on or prior to 12:00 p.m. New York time on such Business Day: (i) Exhibit A (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and Investor, (ii) the DWAC Company has allotted, issued and registered in its register of members, and the Depositary Bank has confirmed receipt of, the requisite number of Class A Ordinary Shares representing the Purchase Notice Shares in the name of the applicable Depositary Bank (the “Deposit”), and (iii) a Delivery Order for the Purchase Notice Shares has been initiated completed under the instruction of the Company and completed as confirmed the Investor and delivered to the Depositary Bank, and (iv) the Depositary Bank has delivered the applicable ADSs representing the Purchase Notice Shares to the account(s) designated by the Investor’s Designated Brokerage Account by 9:00 a.m. . For the avoidance of doubt, conditions (i), (ii), (iii), and (iv) above must each be satisfied on the same Business Day for such day to constitute the Purchase Notice Date; if any such condition is not satisfied on or prior to 12:00 p.m. New York time (on such Business Day, the “Purchase Notice Date"). If Exhibit A is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then Date shall be the next Business Day shall be the Purchase Notice Date, unless waived by Investoron which all such conditions are satisfied. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it The issuance and delivery of ADSs shall use its best efforts at all times be subject to takethe terms of the Deposit Agreement, or cause to be takendated as of November 4, all actions 2025, among the Company, the Depositary Bank and the owners and holders of ADSs issued thereunder, as amended, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated hereinlaw.

Purchase Notice. At any time and from time to time during the Commitment Period, except during an OTC Blackout and except as otherwise provided in this Agreement, the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 Article VII and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the applicable Purchase Notice Form ( the “Purchase Notice”). A Purchase Notice shall be deemed delivered on the Business Day (i) Exhibit A (a Purchase Notice Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Purchase Notice Date"”). If Exhibit A the applicable Purchase Notice Form is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then the next following Business Day shall be the Purchase Notice Date, unless waived by InvestorInvestor in writing. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated herein.

Purchase Notice. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day (i) when Exhibit A (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account custodian account(s) or, under the instruction of the Company and the Investor, the account(s) of subsequent purchasers procured by 9:00 a.m. New York time the Investor to whom the Investor has resold such Purchase Notice Shares (the “Purchase Notice Date"Designated Account(s). If Exhibit A is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time”), then provided, however, the next Business Day shall be the Purchase Notice DateDate if the applicable Purchase Notice Shares are received by the Investor’s own custodian account or Designated Account(s) after 9:00 am New York Time, unless waived by Investorthe Investor (the “Purchase Notice Date”). Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it The issuance and delivery of ADSs shall use its best efforts at all times be subject to takethe terms of the Deposit Agreement, or cause to be takendated July 9, all actions 2020, among the Company, the Depositary Bank and the owners and beneficial owners of ADSs issued thereunder, as amended, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated hereinlaw.

Purchase Notice. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day (i) Exhibit A (Form of Purchase Notice) is received by 9:00 9:30 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Purchase Notice Date"”). If Exhibit A is received after 9:00 9:30 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then the next Business Day shall be the Purchase Notice Date, unless waived by Investor. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated herein.

Purchase Notice. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside concurrently with the delivery of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day (i) Exhibit A B (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Purchase Notice Date"). If Exhibit A B is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then the next Business Day shall be the Purchase Notice Date, unless waived by Investor. Each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) of this Agreement and the transactions contemplated herein.

Purchase Notice. At any time Upon the terms and from time subject to time the conditions of this Agreement, during the Commitment Period, except as provided in this Agreement, the Company may deliver a Purchase Notice to the Investor, subject to satisfaction of the conditions set forth in Section 7 Article VII and otherwise provided herein. The Company shall provide the Transfer Agent with a copy of such Purchase Notice concurrently with its delivery to the Investor. The Company shall deliver the Purchase Notice Shares Shares, not to exceed the Purchase Notice Limit, unless waived by Investor, underlying a Purchase Notice as DWAC Shares to the Investor’s Designated Brokerage Account alongside the delivery of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day (i) Exhibit A (Form of Purchase Notice) is received by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC Investor’s written acknowledgement of receipt, with no dispute or contest, of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Purchase Notice Date"”). If Exhibit A is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then the next Business Day shall be the Purchase Notice Date, unless waived by Investor. Each party shall use its best commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 2.2(a) 2.2 of this Agreement and the transactions contemplated herein. Notwithstanding any terms in this Agreement to the contrary, the Investor shall not be required to accept and complete a Closing with respect to any Purchase Notice received less than two (2) hours prior to the close of trading on the Principal Market, unless waived by the Investor in writing.