2.2 Payment of Purchase Price
At the Closing, the Purchaser shall deliver to the Company the Purchase Price in immediately available U.S. dollars via wire transfer in accordance with the instructions below:
Intermediary Bank:
Account Number:
Beneficiary Bank Address:
Swift Code:
3. Closing and Delivery
3.1 Closing
The consummation of the sale and purchase of the Common Shares pursuant to Section 2.1 (the“Closing”) shall take place remotely via the exchange of documents and signatures, on such date as the Company and the Purchaser shall mutually agree, which date shall be no later than five (5) Business Days following the satisfaction or waiver of each condition applicable to the Closing set forth in Section 6 of this Agreement.
3.2 Delivery
At the Closing, the Purchaser shall pay the Purchase Price to the Company in accordance with Section 2.2 of this Agreement. On the 45th Business Day after the wire transfer by the Purchaser of the Purchase Price, the Company shall cause to be issued to the Purchaser (or, if requested in advance by the Purchaser, to the Purchasers affiliate,__________________, provided that_________agrees in writing to be bound by the terms of this Agreement applicable to the Purchaser, including, but not limited to, the representations and warranties in Article 4 hereto) a share certificate representing the Purchased Shares, and update the Companys register of members evidencing Purchasers (or, if applicable,_________) ownership of the Purchased Shares and deliver to the Purchaser a certified copy of such register of members.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser irrevocably represents and warrants to the Company that the statements contained in this Section 4 are true, correct and complete with respect to such Purchaser as of the date hereof and as of the Closing:
4.1 Power and Authorization
The Purchaser is duly incorporated, validly existing and in good standing under the Laws of the PRC, and has all requisite power to execute and deliver this Agreement to which it is a party and to carry out and perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and no further action is required by the Purchaser, its board of directors, managers, or equity holders. This Agreement, to which the Purchaser is a party, has been duly executed by the Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
4.2 Governmental Consents
The Purchaser has obtained all requisite consents, approvals, orders or authorizations of, or registrations, qualifications, designations, or declarations from, any Governmental Authority on the part of Purchaser that are required to be obtained or made, as applicable, in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement.
4.3 Compliance with Laws
The execution, delivery and performance by the Purchaser of this Agreement does not and will not violate any law, judicial judgment, arbitration award, or other decree.
4.4 Compliance with other instruments
The execution, delivery and performance by the Purchaser of this Agreement does not and will not contravene, breach or violate the terms of any agreement, document or instrument to which such Purchaser is a party and to any of which such Purchasers assets or properties are bound.
4.5 Purchase Entirely for Own Account
The Purchaser acknowledges that the Company is entering into this Agreement with the Purchaser in reliance upon the Purchasers representation to the Company. By executing this Agreement, the Purchaser hereby confirms, that the Common Shares to be received by the Purchaser hereunder will be acquired for investment for the Purchasers own account, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that it does not have any Contract with any Person to sell, transfer or grant participations to any Person with respect to any of the Purchased Shares.
4.6 Restricted Shares
The Purchaser understands that the Purchased Shares are characterized as“restricted securities”and have not been registered under the Securities Act or applicable state securities laws. The Purchaser understands that the Purchased Shares must be held indefinitely unless such Purchased Shares are registered under the Securities Act or an exemption from registration is available. The Purchaser acknowledges that it is familiar with Rule 144 of the rules and regulations of the SEC, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any of the Purchased Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.
4.7 Legends
The Purchaser understands that the certificate evidencing the Purchased Shares will bear the following legend:
