Common use of Issuance of Holdings Shares Clause in Contracts

Issuance of Holdings Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Holdings pursuant to Section 1 of this Agreement, Holdings shall issue Holdings Shares in the name of each Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, in the name of an affiliate of such Rollover Shareholder) in the amount set forth opposite such Rollover Shareholder’s name in Schedule A. Each Rollover Shareholder hereby acknowledges and agrees that (a) that the value of the Holdings Shares issued to such Rollover Shareholder is equal to (x) the total number of the Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the Per Share Merger Consideration (or Per ADS Merger Consideration, if applicable) under the Merger Agreement, (b) delivery of such Holdings Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Holdings with respect to the applicable Rollover Shares, and (c) on receipt of such Holdings Shares, such Rollover Shareholder shall have no right to the Per Share Merger Consideration (or Per ADS Merger Consideration, if applicable) with respect to the Rollover Shares contributed to Holdings by such Rollover Shareholder.

Issuance of Holdings Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Holdings pursuant to Section 1 of this Agreement, Holdings shall issue Holdings Shares in the name of each Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, in the name of an affiliate of such Rollover Shareholder) in the amount set forth opposite such Rollover Shareholder’s name in Schedule A. Each Rollover Shareholder hereby acknowledges and agrees that (a) that the value of the Holdings Shares issued to such Rollover Shareholder is equal to (x) the total number of the Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the Per Share Merger Consideration (or Per ADS Merger Consideration, if applicable) under the Merger Agreement, (b) delivery of such Holdings Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Holdings and Parent with respect to the applicable Rollover Shares, and (c) on receipt of such Holdings Shares, such Rollover Shareholder shall have no right to the Per Share Merger Consideration (or Per ADS Merger Consideration, if applicable) with respect to the Rollover Shares contributed to Holdings by such Rollover Shareholder.