Common use of Underwriting and Distribution Clause in Contracts

Underwriting and Distribution. 4.1. Rule 144. PubCo shall use commercially reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act (or, if PubCo is not required to file such reports, it will, upon the reasonable request of Investor, make publicly available such necessary information for so long as reasonably necessary to permit sales that would otherwise be permitted by this Schedule 11 pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time or any similar rule or regulation hereafter adopted by the Commission) and take such further action as Investor may reasonably request, all to the extent required from time to time to enable Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. For purpose of this Schedule 11 only, Block Trade means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts by PubCo, including, without limitation, a same day trade, overnight trade or similar transaction; Business Combination Agreement means certain business combination agreement dated as of 23 March 2022 (as may be amended, supplemented, modified or varied from time to time) entered into by and among PubCo, Primavera Capital Acquisition Corporation, the Company and certain other parties; Company Investors means each of Investor, Baozun Hongkong Investment Limited, Fosun Fashion Holdings (Cayman) Limited, ITOCHU Corporation, Talent Insight Project Company Limited, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Great Pacific Enterprises Ltd, ▇▇▇▇▇▇▇▇▇▇ Management Inc., Stella International Limited, Lux Regency (International) Holdings Limited, Yujing Fashion (BVI) Limited, Target Gain International Limited, Fantasy Gamma Limited and Brilliant Fashion Holdings Limited;

Underwriting and Distribution. 4.1. Rule 144. PubCo shall use commercially reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act (or, if PubCo is not required to file such reports, it will, upon the reasonable request of Investor, make publicly available such necessary information for so long as reasonably necessary to permit sales that would otherwise be permitted by this Schedule 11 2 pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time or any similar rule or regulation hereafter adopted by the Commission) and take such further action as Investor may reasonably request, all to the extent required from time to time to enable Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. For purpose of this Schedule 11 2 only, Block Trade means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts by PubCo, including, without limitation, a same day trade, overnight trade or similar transaction; Business Combination Agreement means certain business combination agreement dated as of 23 March 2022 (as may be amended, supplemented, modified or varied from time to time) entered into by and among PubCo, Primavera Capital Acquisition Corporation, the Company and certain other parties; Company Investors means each of Investor, Baozun Hongkong Investment Limited, Fosun Fashion Holdings (Cayman) Limited, ITOCHU Corporation, Talent Insight Project Company Limited, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Great Pacific Enterprises Ltd, ▇▇▇▇▇▇▇▇▇▇ Management Inc., Stella International Limited, Lux Regency (International) Holdings Limited, Yujing Fashion (BVI) Limited, Target Gain International Limited, Fantasy Gamma Limited and Brilliant Fashion Holdings Limited;

Underwriting and Distribution. 4.1. Rule 144. PubCo shall use commercially reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act (or, if PubCo is not required to file such reports, it will, upon the reasonable request of Investor, make publicly available such necessary information for so long as reasonably necessary to permit sales that would otherwise be permitted by this Schedule 11 1 pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time or any similar rule or regulation hereafter adopted by the Commission) and take such further action as Investor may reasonably request, all to the extent required from time to time to enable Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. For purpose of this Schedule 11 1 only, Block Trade means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts by PubCo, including, without limitation, a same day trade, overnight trade or similar transaction; Business Combination Agreement means certain business combination agreement dated as of 23 March 2022 (as may be amended, supplemented, modified or varied from time to time) entered into by and among PubCo, Primavera Capital Acquisition Corporation, the Company and certain other parties; Company Investors means each of Investor, Baozun Hongkong Investment Limited, Fosun Fashion Holdings (Cayman) Limited, ITOCHU Corporation, Talent Insight Project Company Limited, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Great Pacific Enterprises Ltd, ▇▇▇▇▇▇▇▇▇▇ Management Inc., Stella International Limited, Lux Regency (International) Holdings Limited, Yujing Fashion (BVI) Limited, Target Gain International Limited, Fantasy Gamma Limited and Brilliant Fashion Holdings Limited;