Issuance of Parent Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Merger Sub pursuant to Section 3.2 of this Agreement, Parent shall issue Parent Shares in the name of the Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, in the name of an Affiliate of the Rollover Shareholder) in the amount set forth opposite the Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Upon issuance of Parent Shares to the Rollover Shareholder at the Closing, Parent shall deliver to the Rollover Shareholder a complete copy of the updated register of members of Parent, certified by the registered office provider of Parent, evidencing the Rollover Shareholder’s ownership of the Parent Shares issued to the Rollover Shareholder and other shareholders of Parent. The capitalization table of Parent immediately after the Closing is shown on Schedule B attached hereto. The Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to the Rollover Shareholder is equal to (x) the total number of Rollover Shares contributed by the Rollover Shareholder multiplied by (y) the per share merger consideration under the Merger Agreement, (b) issuance of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the Rollover Shareholder by Parent with respect to the Rollover Shares and (c) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to the merger consideration with respect to the Rollover Shares.
Issuance of Parent Shares. The Parent Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens when issued.
Issuance of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares by each Rollover Shareholder in accordance with Section 3.1, Parent shall issue Parent Shares in the name of such Rollover Shareholder (or, if designated by such Rollover Shareholder, one or more Permitted Transferees of such Rollover Shareholder) in the amount set forth opposite such Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Each Rollover Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares 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 pursuant to Section 3.1 above, and (b) such Rollover Shareholder shall have no right to any Per Share Merger Consideration, or any other merger consideration in respect of the Rollover Shares held by such Rollover Shareholder. No Parent Shares issued in connection with the Merger shall be issued at a lower price per share than the Parent Shares issued hereunder (it being understood that the Parent Shares issued hereunder are deemed to be issued at a price per share based on each Rollover Share having a value equal to the Per Share Merger Consideration).
Issuance of Parent Shares. The Parent Shares to be issued under this Agreement, when issued and delivered in accordance with the terms hereof and payment of the subscription price therefor, are duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, other than restrictions arising under applicable securities laws and the Parent Shareholders Agreement (as defined below).
Issuance of Parent Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Parent pursuant to Section 1 of this Agreement, Parent shall issue Parent Shares in the name of each Rollover Shareholder in such amounts as to be determined by mutual agreement among all of the Rollover Shareholders around or after the date hereof. Each Rollover Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Parent with respect to the applicable Rollover Shares and (b) on receipt of such Parent Shares, such Rollover Shareholder shall have no right to any other consideration against the Parent with respect to the Rollover Shares contributed to Parent by such Rollover Shareholder.
Issuance of Parent Shares. Immediately prior to the Closing, in consideration for (a) the cancellation of the Rollover Shares (including those represented by ADSs) held by each Investor in accordance with Section 2.1, Parent shall issue to such Investor (or, if designated by such Investor in writing, an Affiliate of such Investor), the number of newly issued (i) ordinary shares of Parent, par value US$0.0005 per share (“Parent Ordinary Shares”) and/or (ii) convertible participating preferred shares of Parent, par value US$0.0005 per share (“Parent Preferred Shares” which, together with the Parent Ordinary Shares, may hereinafter referred to as “Parent Shares”), in each case, as set forth in the column titled “Parent Shares” opposite such Investor’s name on Schedule A hereto, at a consideration per share equal to its par value and (b) the payment by an Investor of the applicable Subscription Amount in accordance with Section 2.2, Parent shall issue to such Investor (or, if designated by such Investor in writing, an Affiliate of such Investor), the number of newly issued Parent Shares, in each case, as set forth in the column titled “Parent Shares” opposite such Investor’s name on Schedule B hereto. Each Investor hereby acknowledges and agrees that (i) delivery of the Parent Shares set forth opposite such Investor’s name on Schedule A hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor by Parent and Merger Sub in respect of the Rollover Shares (including those represented by ADSs) held by such Investor and cancelled at the Effective Time as contemplated by Section 2.1 above, (ii) delivery of the Parent Shares set forth opposite such Investor’s name on Schedule B hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor by Parent and Merger Sub in respect of the Subscription Amount paid by such Investor as contemplated by Section 2.2 above and (iii) such Investor shall have no right to any Merger Consideration in respect of the Rollover Shares (including those represented by ADSs) held by such Investor.
Issuance of Parent Shares. Upon the Subscription Closing, the Subscription Shares shall be duly authorized and validly issued to the Subscriber, fully paid and non-assessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights.
Issuance of Parent Shares. The issuance and delivery of Parent Shares in accordance with this Agreement has been duly authorized by all necessary corporate action on the part of Parent and, when issued as contemplated hereby, such Parent Shares shall be duly and validly issued, fully paid and nonassessable. Such Parent Shares, when so issued and delivered in accordance with the provisions of this Agreement, shall be free and clear of all Encumbrances, other than restrictions on transfer created by applicable securities Laws and will not have been issued in violation of applicable Laws, applicable NASDAQ rules or regulations, or any preemptive rights or rights of first refusal or similar rights.
Issuance of Parent Shares. In consideration of the contribution, assignment, transfer and delivery of the Securities to Parent pursuant to Section 1 of this Agreement, Parent shall issue Parent Shares in the name of each Rollover Stockholder (or in the name of a party as designated by such Rollover Stockholder in writing and agreed by Parent before the Contribution Closing) in the amounts set forth opposite such Rollover Stockholder’s name in column (D) of Schedule A hereto. Each Rollover Stockholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Stockholder or his or her designated Affiliate is equal to (x) the total number of Rollover Shares contributed by such Rollover Stockholder multiplied by (y) the per Share Merger Consideration under the Merger Agreement, (b) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Stockholder by Parent with respect to the applicable Securities, and (c) on receipt of such Parent Shares, such Rollover Stockholder shall have no right to any other consideration against the Parent with respect to the Securities contributed to Parent by such Rollover Stockholder.
Issuance of Parent Shares. At the Contribution Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable, free and clear of all Liens and subscription and similar rights (other than restrictions arising under any applicable securities Laws or agreements entered into by all of the Rollover Shareholders). At and immediately after the Contribution Closing, the authorized share capital of Parent shall consist of 1,000,000,000 Parent Shares (comprised of 950,000,000 Class A Parent Shares and 50,000,000 Class B Parent Shares), of which a number of Parent Shares as set forth in Schedule A shall be issued and outstanding (the “Issued Shares”), and the Issued Shares, together with the Parent Shares to be issued to the Sponsor at the Contribution Closing pursuant to the Equity Commitment Letter shall be all of the Parent Shares outstanding at and immediately after the Contribution Closing. Except as otherwise agreed to by the parties hereto, subject to Section 3.3 of the Merger Agreement, at and immediately after the Contribution Closing, there shall be (i) no options, warrants or other rights to acquire share capital of Parent, (ii) no outstanding securities exchangeable for or convertible into share capital of Parent and (iii) no outstanding rights to acquire or obligations to issue any such options, warrants, rights or securities.
