C2 Shares definition
Examples of C2 Shares in a sentence
C-2 Shares held by the Custodian between the ADS Expiration Date and the Share Expiration Date for which no Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs outstanding immediately prior to the ADS Expiration Date and shall be so held solely for the purpose of allowing such C-2 Shares to expire unexercised.
For purposes hereof, the Preferred A Shares, the Preferred B Shares, the Preferred C1 Shares, the Preferred C2 Shares, the Preferred C3 Shares, the Preferred D1 Shares, the Preferred D2 Shares and the Preferred D3 Shares shall be collectively referred to as the "Preferred Shares".
All (i) issued and outstanding Ordinary Shares, Preferred A Shares, Preferred A-1 Shares, Preferred B Shares, Preferred C-1 Shares, Preferred C-2 Shares, Preferred D-1 Shares, Preferred D-2 Shares, Preferred D-3 Shares and Preferred D-5 Shares have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to preemptive rights and (ii) outstanding warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights.
In no event shall Class C-1 Shares be convertible into Class C-2 Shares.
Seller is acquiring the C2 Shares solely for investment and not with a view to, or for resale in connection with, the distribution or other disposition thereof.
For purposes hereof, the Preferred A Shares, the Preferred B Shares, the Preferred C1 Shares, the Preferred C2 Shares and the Preferred C3 Shares, shall be collectively referred to as the "Preferred Shares".
Seller understands that the sale and issuance of the C2 Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable United States state securities laws.
Holders of the Series C Shares, Series C-1 Shares, Series C-2 Shares and Series D Shares shall each be entitled (but not obligated) to be mentioned as investors in the Company and to include its or their company description in the Company’s press releases.
Seller understands that C2 is relying on the truth and accuracy of the representations and warranties made by Seller in this agreement in issuing the C2 Shares to Seller and in determining the availability of certain exemptions under applicable securities laws.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Shareholders holding in excess of fifty percent (50%) of the Shares of the Company (on an as-converted basis) and in excess of fifty percent (50%) of the Series C Shares, Series C-1 Shares, Series C-2 Shares and Series D Shares (collectively on an as-converted basis).