Purchase Securities definition
Examples of Purchase Securities in a sentence
The Investor confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment or tax advice or as a recommendation to purchase the Purchase Securities.
Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to require the Investor, by its delivery to the Investor of a Purchase Notice, from time to time, to purchase the Purchase Securities, provided that the amount of Purchase Securities shall not exceed the Purchase Notice Limit or the Beneficial Ownership Limitation set forth in Section 7.2(g), (each such purchase, a “Closing”).
It is understood that information and explanations related to the terms and conditions of the Securities provided by the Company or any of its affiliates shall not be considered investment or tax advice or a recommendation to purchase the Purchase Securities, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Company.
For the purposes hereof, and in accordance with Regulation SHO under the Exchange Act, the sale after delivery of the Purchase Notices of such number of Purchase Securities purchased under the applicable Purchase Notice shall not be deemed a Short Sale.
In the event of a suspension, delisting, or halting for any reason, of the trading of the American Depositary Shares during an active Purchase Notice, as contemplated by this Section 7.2(f), the Investor shall purchase the applicable Purchase Securities in the respective Purchase Notice at a value equal to the par value of the American Depositary Shares.
The Investor will comply with all U.S. federal securities laws applicable to its purchase and resale of Purchase Securities, subject to the Company’s related compliance with all applicable laws as contemplated herein.
The parties acknowledge and agree that during the applicable Valuation Period, the Investor may contract for, or otherwise effect, the resale of the subject purchased Purchase Securities to third-parties.
The issuance of the Purchase Securities shall not violate the shareholder approval requirements of the Principal Market.
The number of Purchase Securities then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other Purchase Securities then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act.
Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with all applicable securities laws upon the sale of the Purchase Securities.