Common use of Issuance of Parent Shares Clause in Contracts

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. In consideration for of the contribution, assignment, transfer and delivery of the Rollover Shares to Merger Sub pursuant to Section 3.2 1 of this Agreement, Parent shall issue Parent Shares in the name of the each Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, or in the name of an Affiliate of as designated by such Rollover Shareholder in writing before the Rollover ShareholderContribution Closing) in the amount set forth opposite the Rollover Shareholder’s name under such amounts as provided in the column titled “Parent SharesShares to be Issued” set forth opposite such Rollover Shareholder’s name 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 Each Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to the such Rollover Shareholder or his/her/its designated Affiliate is equal to the product of (x) the total number of Rollover Shares contributed by the such Rollover Shareholder multiplied by (y) the per share merger consideration Per Share Merger Consideration under the Merger Agreement, (b) issuance delivery of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the such Rollover Shareholder by Parent with respect to the applicable Rollover Shares and (c) on upon receipt of such Parent Shares, the such Rollover Shareholder shall have no right to the merger any other consideration against Parent with respect to the Rollover SharesShares contributed to Merger Sub by such Rollover Shareholder pursuant to this Agreement. Subject to Section 3.3 of the Merger Agreement, no Parent Shares issued in connection with the Merger shall be issued at a price per share lower than the value of the Parent Shares issued hereunder.

Issuance of Parent Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Merger Sub Parent pursuant to Section 3.2 1 of this Agreement, Parent shall issue Parent Shares in the name of the Rollover Shareholder (or, if designated by the each Rollover Shareholder in writing, in the name of an Affiliate of the Rollover Shareholder) in the amount amounts set forth opposite the such Rollover Shareholder’s name under the column titled “Parent Shares” on in 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 A. Each Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to the such Rollover Shareholder is equal to (x) the total number of the Rollover Shares contributed by the such Rollover Shareholder multiplied by (y) the per share merger consideration Merger Consideration under the Merger Agreement, (b) issuance delivery of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the such Rollover Shareholder by Parent with respect to the applicable Rollover Shares Shares, and (c) on receipt of such Parent Shares, the such Rollover Shareholder shall have no right to the merger any other consideration with respect to the Rollover SharesShares contributed to Parent by such Rollover Shareholder. All Parent Shares issued by Parent at or around the Contribution Closing shall be issued to the Rollover Shareholders and other equity investors in Parent pro rata in an amount proportionate to the relative total amounts of (i) the value of the Rollover Shares (based on the per Share Merger Consideration) rolled-over by the Rollover Shareholders, (ii) the value of other rollover Shares (based on the per Share Merger Consideration) rolled-over by the Management Rollover Shareholders, and (iii) the amount of cash equity contributed by such other equity investors.

Issuance of Parent Shares. (a) In consideration for the contribution, assignment, transfer and delivery of the each Rollover Shares Securityholder’s Rollover Securities to Merger Sub Parent pursuant to Section 3.2 2.1 of this Agreement, Parent shall issue Parent Shares in the name of the to such Rollover Shareholder Securityholder (or, if at direction of such Rollover Securityholder, to the entity designated by next to such Rollover Securityholder’s name in Schedule A, Part II under the heading “Applicable Designated Shareholder” or to any Affiliate of such Rollover Shareholder Securityholder as such Rollover Securityholder may designate in writing, in each an “Applicable Designated Shareholder”) the name number of an Affiliate of the Rollover Shareholder) in the amount newly issued Parent Shares as set forth opposite the Rollover Shareholder’s name under in the column titled “Parent Shares” opposite such Rollover Securityholder’s name on Schedule A hereto. Upon issuance A, Part II hereto at the Contribution Closing; provided, however, that to the extent that (i) any Share Transfer with respect to which such applicable Rollover Securityholder is (or would have been) the transferee has not been fully consummated prior to the Contribution Closing, then the number of Parent Shares to be issued as consideration for such Rollover Securityholder’s Rollover Securities shall be reduced by the number of Ordinary Shares that have not been so transferred to such Rollover Shareholder at Securityholder pursuant to the terms and conditions of the applicable SPA (and shall correspond to the relevant amount set forth in Schedule A, Part I if no such Share Transfer has been consummated prior to the Contribution Closing), and (ii) the Double Double Transfer has not been consummated prior to the Contribution Closing, Parent shall deliver to then 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 be issued as consideration for Double Double’s Rollover Securities shall be increased by the Rollover Shareholder shall constitute complete satisfaction number of all obligations towards or sums due Ordinary Shares that have not been so transferred by Double Double pursuant to the Rollover Shareholder by Parent with respect terms and conditions of the Double Double SPA (and shall correspond to the Rollover Shares and (c) on receipt of relevant amount set forth in Schedule A, Part I if no such Parent Shares, the Rollover Shareholder shall have no right Share Transfer has been consummated prior to the merger consideration with respect to the Rollover SharesContribution Closing).

Issuance of Parent Shares. In Immediately prior to the Closing, in consideration for the contribution, assignment, transfer and delivery cancellation of the Rollover Shares to Merger Sub pursuant to (including those represented by ADSs) held by each Rollover Shareholder in accordance with Section 3.2 of this Agreement2.2, Parent shall issue Parent Shares in the name of the to such Rollover Shareholder (or, if designated by the such Rollover Shareholder in writing, in the name of an Affiliate of the such Rollover Shareholder) in ), the amount number of newly issued class A and/or class B Parent Shares, as set forth opposite the Rollover Shareholder’s name under in the column titled “Parent Shares” opposite such Rollover Shareholder’s name on Schedule A hereto, at a consideration per share equal to its par value. Upon issuance of Parent Shares Subject to the Rollover Shareholder at the Closingterms and conditions of this Agreement, 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 each Rollover Shareholder hereby acknowledges and agrees that (ai) the value delivery of the Parent Shares issued to the set forth opposite such 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 Shareholder’s name on Schedule A hereto shall constitute complete satisfaction of all obligations towards or sums due to the such Rollover Shareholder by Parent with and Merger Sub in respect to of the Rollover Shares (including those represented by ADSs) held by such Rollover Shareholder cancelled at the Effective Time as contemplated by Section 2.2 above, and (cii) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to any Merger Consideration in respect of its Rollover Shares (including those represented by ADSs). No Parent Shares issued in connection with the merger consideration with respect 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 Rollover SharesPer Share Merger Consideration).

Issuance of Parent Shares. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Merger Sub Parent pursuant to Section 3.2 1 of this Agreement, Parent shall issue Parent Shares on a one-for-one basis. The Parent Shares will be allocated among the Rollover Shareholders in a manner consistent with the contribution of the Rollover Shares by each of the Rollover Shareholders and will be issued in the name of the such Rollover Shareholder (or, if designated by the such Rollover Shareholder in writingShareholder, in the name of an Affiliate of the affiliate controlled by such 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 ParentContribution Closing (as defined below). The capitalization table of Parent immediately after the Closing is shown on Schedule B attached hereto. The Each Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to the such Rollover Shareholder is equal to (x) the total number of the Rollover Shares contributed by the such Rollover Shareholder multiplied by (y) the per share merger consideration Merger Consideration under the Merger Agreement, (b) issuance delivery of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the such Rollover Shareholder by Parent with respect to the applicable Rollover Shares Shares, and (c) on receipt of such Parent Shares, the such Rollover Shareholder shall have no right to the merger any other consideration with respect to the Rollover SharesShares contributed to Parent by such Rollover Shareholder. All Parent Shares issued by Parent at or around the Contribution Closing shall be issued to the Rollover Shareholders and other equity investors in Parent pro rata in an amount proportionate to the relative total amounts of (i) the value of the Rollover Shares (based on the per Share Merger Consideration) rolled-over by the Rollover Shareholders, (ii) the value of other rollover Shares (based on the per Share Merger Consideration) rolled-over by GGV Rollover Shareholders, and (iii) the amount of cash equity contributed by such other equity investors.

Issuance of Parent Shares. In Immediately prior to the Closing, in consideration for the contribution, assignment, transfer and delivery cancellation of the Rollover Shares to Merger Sub pursuant to by the Rollover Shareholder in accordance with Section 3.2 of this Agreement3.1, Parent shall issue Parent Shares in the name of the such Rollover Shareholder (or, if designated by the such Rollover Shareholder in writingShareholder, in the name one or more Affiliates of an Affiliate of the such Rollover Shareholder) in the amount set forth opposite the such Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Upon issuance of Parent Shares hereto at a consideration per share equal 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 heretoits par value. 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 delivery of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the such Rollover Shareholder by Parent with and Merger Sub in respect to of the Rollover Shares held by such Rollover Shareholder and cancelled pursuant to Section 3.1 above, and (cb) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to the any Per Share Merger Consideration, or any other merger consideration in respect of the Rollover Shares held by such Rollover Shareholder. Except for Parent Shares reserved under a new equity or equity-linked incentive plan to be adopted immediately prior to or upon the Closing (the “ESOP Plan”, the size of which shall represent the sum of (a) certain Parent Shares representing the Vested Company Options and Vested Company RSUs as of the Effective Time (excluding any Company Option or Company RSU granted to the Persons set forth on Schedule 2.02 to the Merger Agreement) (such Vested Company Options and Vested Company RSUs, collectively, the “Vested Awards”) that the holders thereof have elected to or deemed to have elected to receive employee incentive awards in accordance with the Merger Agreement with respect to the Vested Awards, plus (b) 13% of the Parent’s issued share capital as of the Closing (after giving effect to the adoption of the ESOP Plan)), 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 SharesShare having a value equal to the Per Share Merger Consideration).

Issuance of Parent Shares. In Immediately prior to the Closing, in consideration for the contribution, assignment, transfer and delivery cancellation of the Rollover Shares to Merger Sub pursuant to by the Rollover Shareholder in accordance with Section 3.2 of this Agreement2.1, Parent shall issue such Parent Shares in the name of the Rollover Shareholder (or, if designated by the Rollover Shareholder in writingShareholder, in the name of an Affiliate one or more affiliates 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 delivery 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 and Merger Sub in respect to of the Rollover Shares held by the Rollover Shareholder and cancelled pursuant to Section 2.1 above, and (cb) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to the any Per Share Merger Consideration, or any other merger consideration in respect of the Rollover Shares held by the Rollover Shareholder. Except for Parent Shares reserved under a new equity or equity-linked incentive plan to be adopted immediately prior to or upon the Closing (the “ESOP Plan”, the size of which shall represent the sum of (a) certain Parent Shares representing the Vested Company Options and Vested Company RSUs as of the Effective Time (excluding any Company Option or Company RSU granted to the Persons set forth on Schedule 2.02 to the Merger Agreement) (such Vested Company Options and Vested Company RSUs, collectively, the “Vested Awards”) that the holders thereof have elected to or deemed to have elected to receive employee incentive awards in accordance with the Merger Agreement with respect to the Vested Awards, plus (b) 13% of the Parent’s issued share capital as of the Closing (after giving effect to the adoption of the ESOP Plan)), 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 SharesShare having a value equal to the Per Share Merger Consideration).