Contribution of Rollover Shares. Subject to the conditions set forth herein, immediately prior to the Closing and without further action by the Rollover Stockholders, all of each Rollover Stockholder’s right, title and interest in and to the Rollover Shares shall be contributed, assigned, transferred and delivered to Parent.
Contribution of Rollover Shares. Subject to the conditions set forth herein, immediately after the Offer is consummated and without further action by the Transferor, Transferor shall contribute and assign to Holdings all of Transferor’s right, title and interest in the Rollover Shares set forth opposite Transferor’s name and designated as Rollover Shares on Schedule I attached hereto, free and clear of all Liens (other than any restrictions under the Securities Act). Transferor shall deliver any certificates representing the Rollover Shares to Holdings along with appropriate endorsements in blank or other duly executed instruments of transfer.
Contribution of Rollover Shares. At the Rollover Effective Time, each Rollover Shareholder shall contribute the Rollover Shares held by it to the capital of Parent and Parent shall accept as a contribution the Rollover Shares. At the Rollover Effective Time, Parent shall issue to each Rollover Shareholder common shares of Parent, par value $0.0001 (the “Parent Issued Securities”) at a consideration per share equal to its par value. The number of Rollover Shares to be contributed by and of Parent Issued Securities to be issued to each Rollover Shareholder in accordance with this Section 2 is set forth next to such Rollover Shareholder's name on Schedule 1 hereto. Each Rollover Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Issued Securities shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Parent and Merger Sub in respect of the Rollover Shares held by such Rollover Shareholder and cancelled at the Closing as contemplated by the Merger Agreement, and (b) such Rollover Shareholder shall have no right to any Per Share Merger Consideration or Per ADS Merger Consideration in respect of the Rollover Shares held by such Rollover Shareholder.
Contribution of Rollover Shares. Subject to the terms and conditions set forth herein, including Section 2.2, each Supporting Shareholder agrees that, immediately prior to the Effective Time, contemporaneously with the subscription for Parent Shares (as defined below) in exchange for the contribution of cash to Parent by certain of the Supporting Shareholders or their Affiliates (such subscription, the “Cash Subscription”) all of its or his Rollover Shares shall be contributed, assigned, transferred and delivered to Parent, free and clear of Liens which have, or could have, the effect of preventing, impeding or interfering with or adversely affecting the contribution, assignment, transfer and delivery to Parent thereof. Each Supporting Shareholder and its Relevant Beneficial Owner will take all actions necessary to cause the number of Rollover Shares opposite such Supporting Shareholder’s name on Schedule A hereto to be treated as set forth herein, subject to the terms and conditions set forth herein, including Section 2.2. Immediately prior to the Closing, in consideration for the contribution of the Rollover Shares held by each Supporting Shareholder in accordance with Section 2.1, Parent shall issue to such Supporting Shareholder (or, if designated by such Supporting Shareholder in writing, an Affiliate of such Supporting Shareholder) (a) in exchange for each such Rollover Share that is a Class A Common Share, one newly issued class A ordinary share of Parent, par value US$0.00005 per share (each a “Parent Class A Share”) and (b) in exchange for each such Rollover Share that is a Class B Common Share, one newly issued class B ordinary share of Parent, par value US$0.00005 per share (each a “Parent Class B Share”, and collectively with the Parent Class B Shares, “Parent Shares”). Each Supporting Shareholder hereby acknowledges and agrees that (i) delivery of the Parent Shares pursuant to and in accordance with the foregoing sentence shall constitute complete satisfaction of all obligations towards or sums due to such Supporting Shareholder by Xxxxxx and Xxxxxx Sub in respect of the Rollover Shares held by such Supporting Shareholder and cancelled at the Effective Time as contemplated by the Merger Agreement, and (ii) such Supporting Shareholder shall have no right to any Per Share Merger Consideration in respect of the Rollover Shares held by such Supporting Shareholder. No Parent Shares issued in connection with the Merger shall be issued at a lower price per share than the Parent Shar...
Contribution of Rollover Shares. At the Rollover Effective Time, each Rollover Shareholder shall contribute the Rollover Shares held by it to the capital of Parent and Parent shall accept as a contribution the Rollover Shares. In exchange for the Rollover Shares, Parent shall issue to each Rollover Shareholder a pro rata (in kind and amount) portion of the share capital of Parent (based on the number of Rollover Shares contributed by each Rollover Shareholder) (the “Parent Issued Securities”) at the same price per share as is paid by the other shareholders of Parent (excluding related fees and expenses) in connection with the Closing (the “Per Share Price”), assuming that the price per share paid in respect of each Rollover Share is equal to the Merger Consideration payable in respect of one Company Share under the Merger Agreement. The number of Rollover Shares to be contributed by and of Parent Issued Securities to be issued to each Rollover Shareholder in accordance with this Section 2 is set forth next to such Rollover Shareholder's name on Schedule 1 hereto.
Contribution of Rollover Shares. Subject to and in reliance upon the terms and conditions of this Agreement, at the Closing, the Major Stockholder shall contribute to HoldCo, and HoldCo shall acquire from the Major Stockholder, 15,234,000 shares of Company Common Stock (the “Rollover Shares”).
Contribution of Rollover Shares. Subject to the conditions set forth in Section 4, at the Contribution Closing (as defined below) and without further action by the Rollover Holders, all of each Rollover Holder’s right, title and interest in and to the Rollover Shares shall be contributed, assigned, transferred and delivered to Parent.
Contribution of Rollover Shares. At the Closing, subject to the terms and conditions of this Agreement, the Rollover Shareholder will contribute to Holdings the Rollover Shares held by such Rollover Shareholder free and clear of all Liens, accompanied by certificates evidencing such Rollover Shares duly endorsed (or accompanied by duly executed stock transfer powers), and Holdings will accept from the Rollover Shareholder, all of the Rollover Shares. At the Closing, as consideration for the Rollover Shares, Holdings will issue to the Rollover Shareholder certificates representing the Stock Consideration, to which the parties assign an aggregate value of $11,000,000.
Contribution of Rollover Shares. Subject to the terms and conditions set forth in this Agreement, each Rollover Shareholder shall take any and all actions necessary to contribute, assign, transfer and deliver to Merger Sub, all of the right, title and interest of such Rollover Shareholder in and to its Rollover Shares, free and clear of all Liens (other than any Liens created or expressly permitted by Merger Sub or arising by reason of the Merger Agreement or this Agreement). Pursuant to the terms of the Deposit Agreement, each Rollover Shareholder will pay any applicable fees, charges and expenses of the Depositary and government charges due to or incurred by the Depositary in connection with the conversion of their ADSs into Shares in connection with the contribution contemplated under this Section 3.2.
Contribution of Rollover Shares. Subject to and in reliance upon the terms and conditions of this Agreement, each Rollover Stockholder hereby contributes to, and HoldCo hereby acquires from, each Rollover Stockholder, the Rollover Shares set forth under the heading “Rollover Shares” on the Exhibit A hereto with such Rollover Stockholder’s name (the “Contribution”).
