Examples of Series C Purchasers in a sentence
Only if the Closing does not occur due to the failure to fulfill the closing conditions provided under Article VIII by Series C Purchasers albeit the fact that the Company has fulfilled all of the closing conditions under Article VII, such defaulting Series C Purchaser shall bear the foregoing expenses incurred by itself.
Within thirty (30) business days following the Closing, the Restated Articles together with the special or written shareholders resolution on approving its adoption shall have been duly filed with the Registrar of the Companies in Cayman Islands and the Company shall provide the Series C Purchasers a copy of the filed Restated Articles for record.
The obligation of the Series C Purchasers to purchase the Series C Purchased Shares at the Closing is subject to the fulfillment, to the satisfaction of each the Disclosure Schedule or identified by the Series C Purchasers but not expressly specified as a specific covenant under Article VI or a specific condition for any Closing under Article VII.
No financial forecasts or forward-looking statements in any business plans or other materials provided by any Seller Party to the Series C Purchasers have been prepared based on unreasonable assumptions.
As soon as practicable and by twelve (12) months before the initial public offering of the Company, and in any event no later than by six (6) months before the initial public offering of the Company, Shanghai Xunmeng shall obtain and receive from the competent governmental authority its value-added telecommunication license to cover the business as conducted and to be conducted by Shanghai Xunmeng, unless otherwise agreed by the Series C Purchasers.
The Series C Purchasers shall have received (i) a Cayman legal opinion issued by a qualified Cayman Islands legal counsel to the Company and (ii) a PRC legal opinion issued by a qualified PRC legal counsel to the Company, each in a form and substance to the satisfactory of the Series C Purchasers.
Any term of this Agreement may be amended only with the written consent of the Seller Parties and the Series C Purchasers.
The share charge on 1,462,053 Ordinary Shares of the Company which is held for the interest of Sun Vantage Investment Limited as a security for the performance of the relevant Seller Parties’ obligations under agreements in respect of Shanghai Xunmeng restructuring shall have been removed, and any registrations with respect to such share charge shall have been deregistered with the competent governmental authorities, with evidence to the satisfaction of the Series C Purchasers.
As soon as practicable after Closing, the Group Companies shall establish and maintain the accounting policies and financial system in full compliance with all applicable laws and regulations and to each Series C Purchaser’ satisfaction, and prepare all the financial statements in accordance with the international financial reporting standards acceptable to the Series C Purchasers.
The Company shall have delivered to the Series C Purchasers the duly executed the share restriction agreement among the parties thereto in substantially the form attached hereto as Exhibit J (the “Share Restriction Agreement”).