Common use of Cancellation and Conversion of Securities Clause in Contracts

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 per share, of the Company (each a “Class A Share”) and each Class B ordinary share, par value US$0.00001 per share, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs), shall be cancelled and cease to exist in exchange for the right to receive US$28.00 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing two (2) Class A Shares (each, an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with each Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$56.00 in cash per ADS without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the Excluded Shares and ADSs representing the Excluded Shares, in each case issued and outstanding immediately prior to the Effective Time, shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 and thereafter represent only the right to receive the applicable payments set forth in Section 2.03; and (e) immediately following the cancellation of the Shares and ADSs pursuant to the terms and conditions set out in Sections 2.01(a) to (d), each ordinary share, par value US$0.00001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.00001 per share, of the Surviving Company. Such ordinary shares in the Surviving Company shall constitute the only issued and outstanding shares of the Surviving Company, which shall be reflected in the register of members of the Surviving Company.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities of the Company: (a) each Class A ordinary common share, par value US$0.00001 0.0001 per share, of the Company (each each, a “Class A Share”) , and each Class B ordinary sharecollectively, par value US$0.00001 per share, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Continuing Shares, the Dissenting Shares and Shares represented by ADSs), shall be cancelled and cease to exist in exchange for the right to receive US$28.00 79.05 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing two one (21) Class A Shares Share (each, an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares and Continuing Shares), together with each the Share represented by such ADSsADS, shall be cancelled and cease to exist in exchange for the right to receive US$56.00 79.05 in cash per ADS without interest (the “Per ADS Merger Consideration”) ), which amount shall be paid by the Company to the Depositary as the holder of such cancelled Shares, and distributed by the Depositary to the holders of such cancelled ADS, pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the Excluded Shares and ADSs representing the Excluded Shares, in each case issued and outstanding immediately prior to the Effective Time, shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 and thereafter represent only the right to receive the applicable payments set forth in Section 2.03; and; (e) each Continuing Shareholder shall not have the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration in respect of its Continuing Shares and instead, each Continuing Share issued and outstanding immediately following prior to the Effective Time shall not be cancelled and shall remain outstanding and continue to exist without interruption as one (1) validly issued, fully paid and non-assessable common share, par value US$0.0001 per share, of the Surviving Company (each, a “Surviving Company Share”, and collectively, the “Surviving Company Shares”); (f) concurrently with the cancellation and conversion of the Shares and ADSs pursuant to the terms and conditions set out in Sections 2.01(a) to (de), each ordinary common share, par value US$0.00001 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.00001 per share, of the Surviving Company. Such ordinary shares in the Surviving Company Share. The Surviving Company Shares contemplated by Section 2.01(e) and this Section 2.01(f) shall constitute the only issued and outstanding shares share capital of the Surviving CompanyCompany at the Effective Time, which shall be reflected in the register of members of the Surviving Company.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 0.01 per share, of the Company (each a “Class A Share”) and each Class B ordinary share, par value US$0.00001 per share, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs), shall be cancelled and cease to exist in exchange for the right to receive US$28.00 1.70 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.042.03; (b) each American Depositary Share, representing two three (23) Class A Shares (each, an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with each Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$56.00 5.10 in cash per ADS without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the Excluded Shares and ADSs representing the Excluded Shares, in each case issued and outstanding immediately prior to the Effective Time, shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 2.02 and thereafter represent only the right to receive the applicable payments set forth in Section 2.032.02; and (e) immediately following the cancellation of the Shares (other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs) and ADSs (other than ADSs representing the Excluded Shares) pursuant to the terms and conditions set out in Sections Section 2.01(a) to (d), each ordinary share, par value US$0.00001 1 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.00001 0.01 per share, of the Surviving Company. Such ordinary shares in the Surviving Company shall constitute the only issued and outstanding shares share capital of the Surviving Company, which shall be reflected in the register of members of the Surviving Company.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 0.0001 per share, of the Company (each each, a “Class A Share”) and each Class B ordinary share” or, par value US$0.00001 per sharecollectively, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs), ) shall be cancelled and cease to exist exist, in exchange for the right to receive US$28.00 0.27 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.042.03; (b) each American Depositary Share, representing two four (24) Class A Shares (each, an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the or that are Excluded Shares), together with and each Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$56.00 1.08 in cash per ADS without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the Excluded Shares and ADSs representing the or that are Excluded Shares, in each case case, issued and outstanding immediately prior to the Effective Time, shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 2.02 and thereafter represent only the right to receive the applicable payments set forth referred to in Section 2.032.02; and (e) immediately following the cancellation of the Shares and ADSs pursuant to the terms and conditions set out in Sections 2.01(a) to (d), each All ordinary share, par value US$0.00001 per share, shares of Merger Sub that will have been issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.00001 1.00 per share, of the Surviving Company. Such conversion shall be effected by means of the cancellation of such shares of Merger Sub, in exchange for one (1) ordinary shares in share of the Surviving Company Company. Such one (1) ordinary share shall constitute the only issued and outstanding shares share capital of the Surviving Company, which shall be reflected in the register of members of the Surviving Company.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 $0.001 per share, of the Company (each each, a “Class A Share”) and each Class B ordinary share, par value US$0.00001 $0.001 per share, of the Company (each each, a “Class B Share,” ”, and together with each Class A Share, collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (Time, other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs), shall be cancelled and cease to exist in exchange for the right to receive US$28.00 $0.816 in cash per Share without interest (the “Per Share Merger Consideration”) payable pursuant to the terms and conditions set forth in the manner provided in Section ‎Section 2.04; (b) each American Depositary Share, representing two five (25) Class A Shares (each, an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded SharesShares and ADSs described in Section 2.01(c) below), together with each Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$56.00 4.08 in cash per ADS without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in ‎Section 2.04 of this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each ADS, together with each Share represented by each such ADS, which was issued in connection with the conversion and exercise by certain Company employees of the Excluded Shares their Vested Company RSUs and/or Vested Company Options and held by The Core Group for and on behalf of such Company employees prior to Effective Time (other than ADSs representing the Excluded Shares, where applicable), shall be cancelled and cease to exist at the Effective Time in exchange for the right to receive the Per ADS Merger Consideration without interest pursuant to the terms and conditions set forth in this Agreement, and such consideration shall be paid by the Surviving Company or one of its Subsidiaries as soon as practicable after the Effective Time pursuant to the Company’s ordinary payroll practices; (d) each case of the Excluded Shares issued and outstanding immediately prior to the Effective Time, Time shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (de) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section ‎Section 2.03 and thereafter represent only the right to receive the applicable payments set forth in Section ‎Section 2.03; and (ef) immediately following the cancellation of the Shares and ADSs pursuant to the terms and conditions set out in Sections Section 2.01(a) to (dSection 2.01(e), each ordinary share, par value US$0.00001 per share, share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary shareshare of the Surviving Company. Such conversion shall be effected by means of the cancellation of such shares of Merger Sub, par value US$0.00001 per share, in exchange for the right to receive one (1) ordinary share of the Surviving Company. Such ordinary shares in of the Surviving Company shall constitute the only issued and outstanding shares share capital of the Surviving CompanyCompany at the Effective Time, which shall be reflected in the register of members of the Surviving Company.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 per share, of the Company (each a “Class A Share”) and each Class B ordinary share, par value US$0.00001 per share, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs), ) shall be cancelled and cease to exist exist, in consideration and exchange for the right to receive US$28.00 0.1 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing two Share (2) Class A Shares (each, an “ADS” or collectively, the “ADSs”), each representing fifty (50) Shares, issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with each Share the Shares represented by such ADSs, shall be cancelled and cease to exist exist, in consideration and exchange for the right to receive US$56.00 5.0 in cash per ADS without interest (the “Per ADS Merger Consideration”) ), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the Excluded Shares and ADSs representing the Excluded Shares, in each case issued and outstanding immediately prior to the Effective Time, Time shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 and thereafter represent only the right to receive the applicable payments set forth in Section 2.03; and (e) immediately following the cancellation of the Shares and ADSs pursuant to the terms and conditions set out in Sections 2.01(a) to (d), each ordinary share, par value US$0.00001 per share, share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary shareshare of the Surviving Company. Such conversion shall be effected by means of the cancellation of such shares of Merger Sub, par value US$0.00001 per share, in exchange for the right to receive one (1) ordinary share of the Surviving Company. Such ordinary shares in of the Surviving Company shall constitute the only issued and outstanding shares share capital of the Surviving Company, which shall be reflected in Company upon the register of members of the Surviving CompanyEffective Time.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 per share, of the Company (each a “Class A Share”) and each Class B ordinary share, par value US$0.00001 per share, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) every Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs), ) shall be cancelled and cease to exist in exchange for the right to receive US$28.00 0.272 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each and every American Depositary Share, representing two Share (2) Class A Shares (each, an “ADS” or collectively, the “ADSs”), each representing five (5) Shares, issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with each Share the Shares represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$56.00 1.36 in cash per ADS without interest (the “Per ADS Merger Consideration”) ), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the and every Excluded Shares Share and ADSs ADS representing the Excluded Shares, in each case issued and outstanding immediately prior to the Effective Time, Time shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 and thereafter represent only the right to receive the applicable payments set forth in Section 2.03; and (e) immediately following the cancellation of the Shares and ADSs pursuant to the terms and conditions set out in Sections 2.01(a) to (d), each ordinary share, par value US$0.00001 per share, share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary shareshare of the Surviving Company. Such conversion shall be effected by means of the cancellation of such shares of Merger Sub, par value US$0.00001 per share, in exchange for the right to receive one (1) ordinary share of the Surviving Company. Such ordinary shares in of the Surviving Company shall constitute the only issued and outstanding shares share capital of the Surviving Company, which shall be reflected in Company upon the register of members of the Surviving CompanyEffective Time.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 0.0001 per share, of the Company (each a “Class A Share”) and each Class B ordinary shareshares, par value US$0.00001 0.0001 per share, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs), shall be cancelled and cease to exist in exchange for the right to receive US$28.00 7.20 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing two one (21) Class A Shares Share (each, an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with and each Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$56.00 7.20 in cash per ADS without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each Vested Warrant, issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in exchange for the right to receive US$7.19 in cash per Vested Warrant without interest (the “Per Warrant Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Warrant Agreement; (d) other than each share of Merger Sub held by the Parent which shall be dealt with under subclause (i) below, all Excluded Shares and ADSs representing the Excluded Shares, in each case case, issued and outstanding immediately prior to the Effective Time, Time shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (de) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 and thereafter represent only the right to receive the applicable payments set forth in Section 2.03; (f) each of the Vested Performance Shares shall be cancelled in accordance with Section 2.02 and thereafter represent only the right to receive the applicable payments set forth in Section 2.02(b); (g) each of the Unvested Performance Shares shall be cancelled in accordance with Section 2.02; and (eh) immediately following all the cancellation shares (whether issued or unissued) in the authorized share capital of the Shares Company (including all Class A Shares, all Class B Shares, and ADSs pursuant to all Undesignated Shares) shall be re-designated as ordinary shares, with the terms and conditions set out in Sections 2.01(a) to (d)result that, each at the Effective Time, the authorized share capital of the Surviving Company shall be US$50,000 divided into 500,000,000 ordinary share, shares of a par value of US$0.00001 0.0001 per share, ; and (i) each share of Merger Sub held by the Parent issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) 100 validly issued, fully paid and non-assessable ordinary shareshares of the Surviving Company, par value US$0.00001 per shareall of which shall be held by, and registered in the name of, the Parent, being the sole shareholder of the Merger Sub immediately prior to the Effective Time. Such conversion shall be effected by means of the cancellation of such shares of Merger Sub, in exchange for the right to receive 100 ordinary shares of the Surviving Company. Such ordinary shares in of the Surviving Company shall constitute the only issued and outstanding shares share capital of the Surviving Company, which shall be reflected in Company upon the register of members of the Surviving CompanyEffective Time.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 per share, of the Company (each a “Class A Share”) and each Class B ordinary share, par value US$0.00001 per share, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs), ) shall be cancelled and cease to exist exist, in consideration of and exchange for the right to receive US$28.00 4.00 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04‎2.04; (b) each American Depositary Share, representing two Share (2) Class A Shares (each, an “ADS” or collectively, the “ADSs”), each representing one (1) Share, issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with each Share the Shares represented by such ADSs, shall be cancelled and cease to exist exist, in consideration and exchange for the right to receive US$56.00 4.00 in cash per ADS without interest (the “Per ADS Merger Consideration”) ), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the Excluded Shares and ADSs representing the Excluded Shares, in each case case, issued and outstanding immediately prior to the Effective Time, Time shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 ‎2.03 and thereafter represent only the right to receive the applicable payments set forth in Section 2.03‎2.03; and (e) immediately following the cancellation of the Shares and ADSs pursuant to the terms and conditions set out in Sections 2.01(a) to (d), each ordinary share, par value US$0.00001 per share, share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.00001 per share, share of the Surviving Company. Such one (1) ordinary shares in share of the Surviving Company shall constitute the only issued and outstanding shares share capital of the Surviving Company, which shall be reflected in Company upon the register of members of the Surviving CompanyEffective Time.

Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company: (a) each Class A ordinary share, par value US$0.00001 0.02 per share, of the Company (each each, a “Class A Share”) and each Class B ordinary share” or, par value US$0.00001 per sharecollectively, of the Company (each a “Class B Share,” and together with each Class A Share, collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Shares, Shares represented by ADSs), ADSs and Company RSs) shall be cancelled and cease to exist in exchange for the right to receive US$28.00 5.75 in cash per Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04; (b) each American Depositary Share, representing two eight (2) Class A 8) Shares (each, an “ADS” or or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the or that are Excluded Shares), together with and each Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$56.00 46.00 in cash per ADS without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and and, in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail; (c) each of the Excluded Shares and ADSs representing the or that are Excluded Shares, in each case issued and outstanding immediately prior to the Effective Time, shall be cancelled and cease to exist without payment of any consideration or distribution therefor; (d) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 2.03 and thereafter represent only the right to receive the applicable payments referred to in Section 2.03; (e) each of the Company RSs shall be cancelled in accordance with Section 2.02(a) and thereafter represent only the right to receive the applicable payments set forth in Section 2.032.02(c); (f) each of the Company RSUs shall be cancelled in accordance with Section 2.02(a) and thereafter represent only the right to receive the applicable payments set forth in Section 2.02(d); and (eg) immediately following the cancellation of the Shares and ADSs pursuant to the terms and conditions set out in Sections 2.01(a) to (d), each ordinary share, par value US$0.00001 0.02 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.00001 0.02 per share, of the Surviving Company. Such ordinary shares in the Surviving Company shall constitute the only issued and outstanding shares share capital of the Surviving Company, which shall be reflected in the register of members of the Surviving Company.