SHARE PURCHASE AGREEMENT
股权收购协议
TABLE OF CONTENTS目录
烤鸡胸肉的做法1.Definitions
2.Issue and Subscription
2.1 Sale Shares
2.2 Purcha Price
2.3 Closing and Deliverables
2.4 Obligation of Investors
2.5 Purcha Price Payment Procedures
2.6 Subquent Closing
3.Reprentations and Warranties of the Warrantors
3.1 Organization, Good Standing and Qualification
3.2 Capitalization and Voting Rights甘棠湖
3.3 Subsidiaries
3.4 Group Companies
3.5 Authorization
3.6 Valid Issuance of Sale Shares
3.7 Connts
3.8 Offering
3.9 Litigation微波炉美食
3.10 Proprietary Information Agreements
3.11 Intellectual Property and Information Technology
3.12 Compliance with Other Instruments
3.13 Agreements; Action
3.14 Related Party Transactions
3.15 Permits
3.16 Environmental and Safety Laws
3.17 Manufacturing, Marketing and Development Rights
3.18 Registration Rights
3.19 Corporate Documents
3.20 Title to Property and Asts
3.21 Financial Accounts and Statements
3.22 Changes
3.23 Tax Returns, Payments and Elections
3.24 Insurance
3.25 Minute Books
3.26 Labor Agreements and Actions; Employee Compensation 3.27 Real Property Holding Company
3.28 CFC or PFIC
3.29 Foreign Corrupt Practices Act
3.30 Corporation for U.S. Tax Purpos
3.31 SAFE Registration
3.32 Disclosure
3.33 Sufficiency of the WFOE's Asts
3.34 Control Documents
3.35 Closing Certificate
4.Reprentations and Warranties of the Investors
4.1 Authorization
4.2 Purcha Entirely for Own Account 4.3 Accredited Investor 4.4 Restricted Securities 4.5 Legends
4.6 Non Reliance by the Investor
5.Conditions Qualifying the Investors’ Obligations to Closing 5.1 Reprentations and Warranties of the Warrantors
5.2 Performance by the Warrantors
5.3 Compliance Certificate of the Warrantors
5.4 Proceedings and Documents
5.5 [Rerved.]
5.6 Board of Directors
5.7 Opinion of the Company’s PRC Counl
文昌院5.8 Opinion of the Company’s Cayman Islands Counl
冯绍峰个人资料
5.9 Consummation on the Closing of the Sale of[ ]Shares 5.10 Third Amended and Restated Voting Agreement
5.11 Fourth Amended and Restated Investors’ Rights Agreement
5.12 Third Amended and Restated Right of First Refusal and Co-Sale Agreement
5.13 Indemnification Agreements
5.14 Amended and Restated Memorandum and Articles
5.15 No Injunction, Order, etc.
小话西游5.16 Termination of Operating Agreement; AAA’s Share Conversion
5.17 Financial Statements
5.18 [Rerved]
5.19 Material Adver Event
5.20 Deliverables
5.21 Covenants
5.22 Replacement of Share Certificates
5.23 Warrant
5.24 Share Repurcha and Exchange Agreement
5.25 Reimburment Agreement
6.Conditions Qualifying the Company’s Obligations to the Applicable Closing
6.1 Reprentations and Warranties
6.2 Performance by the Investors
6.3 Payment of Purcha Price
6.4 Third Amended and Restated Voting Agreement
6.5 Fourth Amended and Restated Investors’ Rights Agreement
咖喱牛肉炒饭6.6 Third Amended and Restated Right of First Refusal and Co-Sale Agreement
6.7 No Injunction, Order, etc.
6.8 Indemnification Agreements
7.Covenants
7.1 Conduct of the Business of Group Companies
7.2 Restricted Actions
7.3 Compliance with Law and Instruments
7.4 SAFE Registration
7.5 Streamline of VIE Structure
7.6 Notification of Changes
7.7 Intellectual Property
7.8 Name Change of Non-Group Company
8.Indemnity
8.1 General Indemnity
8.2 Limitations of Indemnity
9.Term and Termination
形容多的四字词语9.1 Termination
9.2 Conquences of Termination
10.Miscellaneous
10.1 Survival of Warranties
10.2 Liability; Limitations on Liability
