Completion of the. Share Redemption shall be conditional upon satisfaction, or waiver (where appropriate) in writing by the Parties, of the following: (a) This Agreement and the Share Redemption have been duly approved and/or ratified by a set of unanimous written resolutions of the board of directors of the Company, in the form and substance acceptable to both the Seller and the Company; (b) This Agreement and the Share Redemption have been duly approved and/or ratified by a set of unanimous written resolutions of shareholders of the Company (the “Shareholders’ Resolutions”), in the form and substance acceptable to both the Seller and the Company; (c) The shareholders’ agreement of the Company (as amended) and the memorandum and articles of association of the Company (as amended) have been duly amended and restated for purpose of the Share Redemption; (d) The observer of the board of the Company designated by the Seller have duly resigned from the board of the Company by executing and delivering to the Company a letter of resignation in the form and substance reasonably acceptable to the Company (the “Resignation Letter”); (e) The register of members of the Company have been updated to reflect that the Redeemed Shares have been redeemed and cancelled, subject to and upon the Seller having received the Redemption Consideration by the Company; (f) The Seller has tendered the share certificate representing the Redeemed Shares, duly endorsed for redemption (the “Share Certificate”), to the Company; and (g) The Company has paid the Redemption Consideration by wire transfer to the bank account designated by the Seller.
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Sources: Share Redemption Agreement (Aurora Mobile LTD), Share Redemption Agreement