Common use of Issuance of Parent Shares and Rollover of Company Share Awards Clause in Contracts

Issuance of Parent Shares and Rollover of Company Share Awards. (a) Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities that are Company Shares (including those represented by ADSs) and/or Company Restricted Shares (whether vested or unvested) held by each Rollover Securityholder in accordance with Section 2.1, Parent shall issue to such Rollover Securityholder (or, if designated by such Rollover Securityholder in writing, an Affiliate of such Rollover Securityholder), and such Rollover Securityholder or its/his Affiliate (as applicable) shall subscribe at par value for, such aggregate number of Parent Shares as set forth opposite such Rollover Securityholder’s name under the column “Parent Shares” on Schedule A or, upon the completion of the Uranus Transfer contemplated under Section 2.5 hereof, Schedule B attached hereto. Each Rollover Securityholder hereby acknowledges and agrees that (i) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Securityholder by Parent and Merger Sub in respect of the Rollover Securities that are Company Shares (including those represented by ADSs) and/or Company Restricted Shares (whether vested or unvested) held by such Rollover Securityholder and cancelled pursuant to Section 2.1 above, and (ii) such Rollover Securityholder shall have no right to any merger consideration in respect of the foregoing Rollover Securities held by such Rollover Securityholder. (b) Each Rollover Securityholder hereby agrees that the Rollover Securities that are Company Options (whether Vested Company Options or Unvested Company Options) held by such Rollover Securityholder shall be cancelled at the Effective Time in accordance with Section 2.1 in exchange for the right to receive substituted options of Parent to purchase such aggregate number of Parent Shares as set forth opposite such Rollover Securityholder’s name under the column “Parent Options” on Schedule A or, upon the completion of the Uranus Transfer contemplated under Section 2.5 hereof, Schedule B attached hereto, pursuant to the terms and conditions to be determined by Parent and entitling such Rollover Securityholder to substantially the same economic value as the original Company Options.