Purchased ADSs definition
Examples of Purchased ADSs in a sentence
The Purchaser acknowledges that it is acquiring the Purchased ADSs in an “offshore transaction” as defined in, and in reliance on, Regulation S and is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act.
The Purchaser is not an entity formed for the specific purpose of acquiring the Purchased ADSs. Neither the Purchaser, nor any of its subsidiaries or affiliates, nor any person acting on its or their behalf, has engaged in any form of directed selling efforts (within the meaning of Regulation S) in connection with the offer or sale of the Purchased ADSs.
The Purchased ADSs shall be subject to the Securities Act legend set forth in Section 4.1(b) (which shall be included in the Depositary Statement to be delivered to the Purchaser).
The Company shall, following the subscription by the Purchaser of the Purchased ADSs, allot and issue (as a deposit in accordance with the Class A Deposit Agreement) the Class A Ordinary Shares to be represented by such Purchased ADSs with Citibank, N.A. (London), as custodian (the “Depositary Custodian”) for the Depositary, which shall [at the Closing] issue and deliver such Class A ADSs to the order of the Company.
At the time the Purchaser was offered the Purchased ADSs, it was, and as of the date hereof and as of the Closing Date the Purchaser is (i) not a U.S. person and is located outside the United States (within the meaning of Regulation S) and (ii) not an affiliate of the Company or a person acting on behalf of such an affiliate.
The Company shall pay the Purchaser a commission in consideration of the Purchaser’s subscription for the Purchased ADSs, payable pursuant to and in accordance with Section 553 of the UK Companies Act 2006, in an amount equal to 0.9% of the Subscription Amount, such commission to be paid at Closing or as the parties may otherwise agree (the “Purchaser Commission”).
Notwithstanding any other provision of this Article IV, the Purchaser covenants that it will not dispose of the Purchased ADSs other than pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state, federal or foreign securities laws.
Except as set forth in this Agreement, no other approvals or consents of the Board of Directors, any authorized committee thereof, and/or shareholders is necessary under applicable laws, regulations, listing rules and the Articles of Association, to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchased ADSs and the Class A Ordinary Shares represented by them.
Subject to the terms and conditions set forth in this Agreement, the Company shall sell and cause the Depositary to issue to the Purchaser, and the Purchaser shall purchase from the Company, the Purchased ADSs at a per Class A ADS price equal to USD 19.34(the “Company Trading Price”).
In addition, the Company will not knowingly use the proceeds of the sale of the Purchased ADSs or lend, contribute or otherwise make available such proceeds, directly or indirectly, to any “covered foreign person” or for the purpose of funding or facilitating any “covered activities”, each within the meaning of the U.S. Outbound Investment Rules.