Common use of Issuance of Parent Shares Clause in Contracts

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. Immediately prior to the Closing, in In consideration for the cancellation of the Rollover Shares by each Rollover Shareholder in accordance with contribution, assignment, transfer and delivery of the Securities to Parent pursuant to Section 3.11 of this Agreement, Parent shall issue Parent Shares in the name of such each Rollover Shareholder Stockholder (or, if or in the name of a party as designated by such Rollover Shareholder, one or more Permitted Transferees of such Rollover ShareholderStockholder in writing and agreed by Parent before the Contribution Closing) in the amount amounts set forth opposite such Rollover ShareholderStockholder’s name under the in column titled “Parent Shares” on (D) of Schedule A hereto. Each Rollover Shareholder Stockholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Stockholder or his or its designated Affiliate is equal to (x) the total number of 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 Shareholder Stockholder by Parent and Merger Sub in with respect of to the Rollover Shares held by such Rollover Shareholder and cancelled pursuant to Section 3.1 aboveapplicable Securities, and (bc) on receipt of such Parent Shares, such Rollover Shareholder Stockholder shall have no right to any Per Share Merger Consideration, or any other merger consideration in against the Parent with respect of to the Rollover Shares held Securities contributed to Parent 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)Stockholder.

Issuance of Parent Shares. Immediately prior to the Closing, in As consideration for the cancellation direct benefit received by Parent as a result of the contribution, assignment, transfer and delivery of the Rollover Shares by each Rollover Shareholder in accordance with to Parent pursuant to Section 3.11, Parent shall issue Parent Shares one (1) ordinary share of Parent, par value US$1.00 per share, in the name of such each Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, in the name of an Affiliate of such Rollover Shareholder ) for each Company Share contributed by such Rollover Shareholder, one or more Permitted Transferees with the aggregate number of such ordinary shares of Parent issued to each Rollover Shareholder) in the amount Shareholder as set forth opposite such Rollover Shareholder’s name under on Schedule A (collectively, 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 with respect to the contribution of the applicable Rollover Shares held by such Rollover Shareholder and cancelled pursuant to Section 3.1 aboveShares, and (b) upon receipt of such Parent Shares, such Rollover Shareholder shall have no right to any Per Share Merger Consideration, or any other merger consideration in Consideration with respect of to the Rollover Shares held contributed to Parent 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. Immediately prior to the Closing, in In consideration for the cancellation contribution, assignment, transfer and delivery of the Rollover Shareholder’s Rollover Shares by each Rollover Shareholder in accordance with to Merger Sub pursuant to Section 3.13.2 of this Agreement, Parent shall issue Parent Shares in the name of such the Rollover Shareholder (or, if designated by such the Rollover ShareholderShareholder in writing, one or more Permitted Transferees in the name of such an Affiliate of the Rollover Shareholder) in the amount set forth opposite such the Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Each 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) delivery 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 such the Rollover Shareholder by Parent and Merger Sub in with respect of to the Rollover Shares held by such Rollover Shareholder and cancelled pursuant to Section 3.1 above, and (bc) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to any Per Share Merger Consideration, or any other the merger consideration in with respect of to 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)Shares.

Issuance of Parent Shares. Immediately prior to the Closing, in In consideration for the cancellation contribution, assignment, transfer and delivery of the each Rollover Shareholder’s Rollover Shares by each Rollover Shareholder in accordance with to Merger Sub pursuant to Section 3.13.2 of this Agreement, Parent shall issue Parent Shares in the name of such Rollover Shareholder (or, if designated by such Rollover ShareholderShareholder in writing, one or more Permitted Transferees in the name of an Affiliate 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. The capitalization table of Parent immediately after the Closing is shown on Schedule B attached hereto. Each Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Shareholder is equal to (x) the total number of Rollover Shares contributed by such Rollover Shareholder 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 Shareholder by Parent and Merger Sub in with respect of to the applicable Rollover Shares held by such Rollover Shareholder and cancelled pursuant to Section 3.1 above, and (bc) on receipt of such Parent Shares, such Rollover Shareholder shall have no right to any Per Share Merger Consideration, or any other the merger consideration in with respect of to the Rollover Shares held contributed to Merger Sub 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).