Common use of Subscription of Holdco Shares Clause in Contracts

Subscription of Holdco Shares. Subject to the terms and conditions set forth herein, immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities held by a Rollover Shareholder or its Affiliates in accordance with Section 5.1, the Buyer Consortium shall cause Holdco to issue to such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, an Affiliate of such Rollover Shareholder), and such Rollover Shareholder or his or its Affiliate (as applicable) shall subscribe for immediately prior to the Closing, certain number of newly issued Holdco Shares representing an ownership percentage in Holdco calculated proportionally based on (a) the deemed value of such Party’s Rollover Securities (which shall be calculated based on the number of such Party’s Rollover Securities and the per share purchase price offered to the shareholders of the Company in the Transaction), and (b) the aggregate value of all Parties’ Equity Contribution. Each Rollover Shareholder hereby acknowledges and agrees that (i) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards, or sums due to, such Rollover Shareholder by Holdco, its subsidiaries, each other member of the Buyer Consortium and any of such other member’s Affiliates in respect of the Rollover Securities held by such Rollover Shareholder and cancelled at the Closing as contemplated by Section 5.1 above and (ii) such Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Securities held by such Rollover Shareholder. The Parties agree that the Holdco Shares to be held by each Party as of Closing shall be of the same class or series of shares of Holdco and shall rank pari passu with the Holdco Shares held by each other Party, including having equal voting rights and economics rights, unless otherwise consented to in writing by such Party.

Subscription of Holdco Shares. Subject to the terms and conditions set forth herein, immediately (a) Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities Shares held by a Rollover each Shareholder or its Affiliates in accordance with Section 5.12.1, the Buyer Consortium Holdco shall cause Holdco to issue to such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, an Affiliate of such Rollover Shareholder), and such Rollover Shareholder or his or its Affiliate (as applicable) shall subscribe for for, the number of newly issued ordinary shares of Holdco with par value immediately prior to the Closing, certain number Merger of newly issued Holdco Shares representing an ownership percentage in Holdco calculated proportionally based on (a) the deemed value of such Party’s Rollover Securities (which shall be calculated based on the number of such Party’s Rollover Securities and the US$0.001 per share purchase price offered to (the shareholders of the Company “Holdco Shares”) set forth in the Transaction)column titled “Holdco Shares” opposite such Shareholder’s name on Schedule A hereto, and (b) the aggregate value of all Parties’ Equity Contributionat a consideration per share equal to its par value. Each Rollover Shareholder hereby acknowledges and agrees that (ia) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards, towards or sums due to, to such Rollover Shareholder by Holdco, its subsidiaries, each other member of the Buyer Consortium Parent and any of such other member’s Affiliates Merger Sub in respect of the Rollover Securities Shares held by such Rollover Shareholder and cancelled at the Closing as contemplated by Section 5.1 above 2.1 above, and (iib) such Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement Consideration in respect of the Rollover Securities Shares held by such Rollover Shareholder. (b) Immediately after the Closing, (i) Holdco shall issue to Founder or his designated Affiliate, and Founder or his designated Affiliate shall subscribe from the Holdco, at the subscription price in cash equal to the US$12.8902 per share, 500,000 Holdco Shares that represents 2.0553% of Holdco’s outstanding share capital immediately after the Closing (excluding any post-Closing capital injection or employee share ownership plan); and (ii) Holdco shall issue to Xx. Xxxxxx Xxxxx or her designated Affiliate, and Xx. Xxxxxx Xxxxx or her designated Affiliate shall subscribe from the Holdco, at the subscription price in cash equal to the US$12.8902 per share, 250,000 Holdco Shares that represents 1.02765% of Holdco’s outstanding share capital immediately after the Closing (excluding any post-Closing capital injection or employee share ownership plan). The Parties agree parties agreed that the Holdco Founder and his Affiliates will not receive consideration for Company Options to acquire 500,000 Class A Shares to be currently held by each Party as of the Founder at Closing shall be of under the same class or series of shares of Holdco Merger Agreement and shall rank pari passu with Xx. Xxxxx will not receive consideration for such Company Options to acquire 250,000 Class A Shares at Closing under the Holdco Shares held by each other Party, including having equal voting rights and economics rights, unless otherwise consented to in writing by such PartyMerger Agreement.

Subscription of Holdco Shares. Subject to the terms and conditions set forth herein, immediately (a) Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities Shares held by a Rollover Shareholder or its Affiliates in accordance with Section 5.13.1, the Buyer Consortium shall cause Holdco to issue to such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, an Affiliate of such Rollover Shareholder), and such Rollover Shareholder or his or its Affiliate (as applicable) shall subscribe for immediately prior to the Closing, certain such number of newly issued Holdco Shares representing an ownership percentage which, unless otherwise agreed in Holdco writing among each member of the Buyer Consortium and such Shareholder at least ten (10) Business Days prior to the execution and delivery of the Merger Agreement, shall be calculated proportionally based on (a) the deemed value of such PartyShareholder’s Rollover Securities (which shall be calculated Shares based on the number of such Party’s Rollover Securities and the per share purchase price cash consideration offered under the Merger Agreement to the shareholders of the Company in that are not Affiliated with any member of the Transaction)Buyer Consortium, which value shall be deemed to be contributed by such Shareholder to Holdco upon the cancellation of such Rollover Shares, and (b) the aggregate value contributed or deemed contributed by other shareholders of all Parties’ Equity ContributionHoldco to Holdco (whether in the form of cash, Rollover Shares or other consideration), at a consideration per share equal to its par value. Each Rollover Shareholder hereby acknowledges and agrees that (i) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards, towards or sums due to, to such Rollover Shareholder by Holdco, its subsidiaries, each other member of the Buyer Consortium and any of such other member’s its Affiliates in respect of the Rollover Securities Shares held by such Rollover Shareholder and cancelled at the Closing as contemplated by Section 5.1 above 3.1 above, and (ii) such Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Securities Shares held by such Shareholder. (b) After the Rollover Shareholder. The Parties agree that Closing, (i) for as long as Shareholder A holds no less than 10% of the total issued and outstanding share capital of Holdco, or (ii) during the five-year period following the Rollover Closing, for as long as Shareholder A holds no less than the Qualified Number (whether or not the condition in clause (i) is satisfied), in each case of (i) and (ii), Shareholder A shall be entitled to nominate one director of the Holdco Shares and the Buyer Consortium shall ensure such nominee to be held by each Party appointed as of Closing shall be a director of the same class or series Holdco. For the purpose of shares this Section 3.2, “Qualified Number” means (i) such number of Holdco and shall rank pari passu with the Shares as will be issuable to Shareholder A pursuant to Section 3.2(a) assuming Shareholder A’s Rollover Shares equal its Maximum Rollover Shares, or (ii) such number of Holdco Shares held as may be otherwise agreed by each other Party, including having equal voting rights Tencent and economics rights, unless otherwise consented to Shareholder A in writing by such Partyafter the date of this Agreement.

Subscription of Holdco Shares. Subject to the terms and conditions set forth herein, immediately Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities held Shares by a each Rollover Shareholder or its Affiliates in accordance with Section 5.13.1, the Buyer Consortium Holdco shall cause Holdco to issue to such Rollover Shareholder New Dragon (or, if designated by such Rollover Shareholder New Dragon in writing, an Affiliate one or more affiliates of such Rollover ShareholderNew Dragon, including New Phoenix), and such Rollover Shareholder or his or New Dragon and/or its Affiliate affiliates (as applicable) shall subscribe for immediately prior for, an aggregate number of Holdco Shares, at par value per share, equal to the Closing, certain aggregate number of newly issued Holdco Rollover Shares representing an ownership percentage in Holdco calculated proportionally based on (a) held by the deemed value of such Party’s Rollover Securities (which shall be calculated based on the number of such Party’s Rollover Securities Shareholders and the per share purchase price offered cancelled pursuant to the shareholders of the Company in the Transaction), and (b) the aggregate value of all Parties’ Equity ContributionSection 3.1 above. Each Rollover Shareholder hereby acknowledges and agrees that (ia) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards, towards or sums due to, such Rollover Shareholder by Holdco, its subsidiaries, each other member of the Buyer Consortium Parent and any of such other member’s Affiliates Merger Sub in respect of the Rollover Securities Shares held by such Rollover Shareholder and cancelled at the Closing as contemplated by pursuant to Section 5.1 above 3.1 above, and (iib) such Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement Consideration in respect of the Rollover Securities Shares held by such Rollover Shareholder. The Parties agree that Notwithstanding the Holdco foregoing, the Rollover Shares set forth opposite each such Rollover Shareholder’s name on Schedule A shall be deemed to include Shares issuable up on the exercise of the Company Options only if such Rollover Shareholder pays or causes to be held by paid to the Company at or prior to the Rollover Closing the exercise price for each Party as of Closing Company Option included in the Rollover Shares; provided, that if such Rollover Shareholder fails to pay such amount to the Company at or prior to the Rollover Closing, such Rollover Shareholder’s Rollover Shares shall include only those Shares that are validly issued, fully paid and non-assessable, and each such Company Option shall be cancelled in accordance with Section 2.02 of the same class or series of shares of Holdco and shall rank pari passu with the Holdco Shares held by each other Party, including having equal voting rights and economics rights, unless otherwise consented to in writing by such PartyMerger Agreement.

Subscription of Holdco Shares. Subject to the terms and conditions set forth herein, immediately Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities held Shares by a the Rollover Shareholder or its Affiliates in accordance with Section 5.13.1, the Buyer Consortium Holdco shall cause Holdco to issue to such the Rollover Shareholder (or, if designated by such the Rollover Shareholder in writing, an Affiliate one or more affiliates of such the Rollover Shareholder), and such the Rollover Shareholder or his or and/or its Affiliate affiliates (as applicable) shall subscribe for immediately prior for, an aggregate number of Holdco Shares, at par value per share, equal to the Closing, certain aggregate number of newly issued Holdco Rollover Shares representing an ownership percentage in Holdco calculated proportionally based on (a) held by the deemed value of such Party’s Rollover Securities (which shall be calculated based on the number of such Party’s Rollover Securities Shareholder and the per share purchase price offered cancelled pursuant to the shareholders of the Company in the Transaction), and (b) the aggregate value of all Parties’ Equity ContributionSection 3.1 above. Each The Rollover Shareholder hereby acknowledges and agrees that (ia) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards, towards or sums due to, such the Rollover Shareholder by Holdco, its subsidiaries, each other member of the Buyer Consortium Parent and any of such other member’s Affiliates Merger Sub in respect of the Rollover Securities Shares held by such the Rollover Shareholder and cancelled at the Closing as contemplated by pursuant to Section 5.1 above 3.1 above, and (iib) such the Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement Consideration in respect of the Rollover Securities Shares held by such the Rollover Shareholder. The Parties agree that Notwithstanding the Holdco foregoing, the Rollover Shares set forth opposite the Rollover Shareholder’s name on Schedule A shall be deemed to include Shares issuable up on the exercise of the Company Options only if the Rollover Shareholder pays or causes to be held by paid to the Company at or prior to the Rollover Closing the exercise price for each Party as of Closing Company Option included in the Rollover Shares; provided, that if the Rollover Shareholder fails to pay such amount to the Company at or prior to the Rollover Closing, the Rollover Shareholder’s Rollover Shares shall include only those Shares that are validly issued, fully paid and non-assessable, and each such Company Option shall be cancelled in accordance with Section 2.02 of the same class or series of shares of Holdco and shall rank pari passu with the Holdco Shares held by each other Party, including having equal voting rights and economics rights, unless otherwise consented to in writing by such PartyMerger Agreement.

Subscription of Holdco Shares. Subject to the terms and conditions set forth herein, immediately Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities Shares held by a Rollover Shareholder or its Affiliates in accordance with Section 5.13.1, the Buyer Consortium shall cause Holdco to issue to such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, an Affiliate of such Rollover Shareholder), and such Rollover Shareholder or his or its Affiliate (as applicable) shall subscribe for immediately prior to the Closing, certain such number of newly issued Holdco Shares representing an ownership percentage which, unless otherwise agreed in Holdco writing among each member of the Buyer Consortium and such Shareholder at least ten (10) Business Days prior to the execution and delivery of the Merger Agreement, shall be calculated proportionally based on (a) the deemed value of such PartyShareholder’s Rollover Securities (which shall be calculated Shares based on the number of such Party’s Rollover Securities and the per share purchase price cash consideration offered under the Merger Agreement to the shareholders of the Company in that are not Affiliated with any member of the Transaction)Buyer Consortium, which value shall be deemed to be contributed by such Shareholder to Holdco upon the cancellation of such Rollover Shares, and (b) the aggregate value contributed or deemed contributed by other shareholders of all Parties’ Equity ContributionHoldco to Holdco (whether in the form of cash, Rollover Shares or other consideration), at a consideration per share equal to its par value. Each Rollover Shareholder hereby acknowledges and agrees that (i) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards, towards or sums due to, to such Rollover Shareholder by Holdco, its subsidiaries, each other member of the Buyer Consortium and any of such other member’s its Affiliates in respect of the Rollover Securities Shares held by such Rollover Shareholder and cancelled at the Closing as contemplated by Section 5.1 above 3.1 above, and (ii) such Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Securities Shares held by such Rollover Shareholder. The Parties agree that the Holdco Shares to be held by each Party as of Closing shall be of the same class or series of shares of Holdco and shall rank pari passu with the Holdco Shares held by each other Party, including having equal voting rights and economics rights, unless otherwise consented to in writing by such Party.

Subscription of Holdco Shares. Subject to the terms and conditions set forth herein, immediately Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities held Shares by a the Rollover Shareholder or its Affiliates in accordance with Section 5.13.1, the Buyer Consortium Holdco shall cause Holdco to issue to such the Rollover Shareholder (or, if designated by such the Rollover Shareholder in writing, an Affiliate one or more affiliate of such the Rollover Shareholder), and such the Rollover Shareholder or his or and/or its Affiliate affiliates (as applicable) shall subscribe for immediately prior for, an aggregate number of Holdco Shares, at par value per share, equal to the Closing, certain aggregate number of newly issued Holdco Rollover Shares representing an ownership percentage in Holdco calculated proportionally based on (a) held by the deemed value of such Party’s Rollover Securities (which shall be calculated based on the number of such Party’s Rollover Securities Shareholder and the per share purchase price offered cancelled pursuant to the shareholders of the Company in the Transaction), and (b) the aggregate value of all Parties’ Equity ContributionSection 3.1 above. Each The Rollover Shareholder hereby acknowledges and agrees that (ia) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards, towards or sums due to, such the Rollover Shareholder by Holdco, its subsidiaries, each other member of the Buyer Consortium Parent and any of such other member’s Affiliates Merger Sub in respect of the Rollover Securities Shares held by such the Rollover Shareholder and cancelled at the Closing as contemplated by pursuant to Section 5.1 above 3.1 above, and (iib) such the Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement Consideration in respect of the Rollover Securities Shares held by such the Rollover Shareholder. The Parties agree that Notwithstanding the Holdco foregoing, the Rollover Shares set forth opposite the Rollover Shareholder’s name on Schedule A shall be deemed to include Shares issuable up on the exercise of the Company Options only if the Rollover Shareholder pays or causes to be held by paid to the Company at or prior to the Rollover Closing the exercise price for each Party as of Closing Company Option included in the Rollover Shares; provided, that if the Rollover Shareholder fails to pay such amount to the Company at or prior to the Rollover Closing, the Rollover Shareholder’s Rollover Shares shall include only those Shares that are validly issued, fully paid and non-assessable, and each such Company Option shall be cancelled in accordance with Section 2.02 of the same class or series of shares of Holdco and shall rank pari passu with the Holdco Shares held by each other Party, including having equal voting rights and economics rights, unless otherwise consented to in writing by such PartyMerger Agreement.

Subscription of Holdco Shares. Subject to the terms and conditions set forth herein, immediately Immediately prior to the Closing, in consideration for the cancellation of the Rollover Securities held Shares by a each Rollover Shareholder or its Affiliates in accordance with Section 5.13.1, the Buyer Consortium Holdco shall cause Holdco to issue to such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, an Affiliate one or more affiliates of such Rollover Shareholder), and such Rollover Shareholder or his or and/or its Affiliate affiliates (as applicable) shall subscribe for immediately prior for, an aggregate number of Holdco Shares, at par value per share, equal to the Closing, certain aggregate number of newly issued Holdco Rollover Shares representing an ownership percentage in Holdco calculated proportionally based on (a) the deemed value of held by such Party’s Rollover Securities (which shall be calculated based on the number of such Party’s Rollover Securities Shareholder and the per share purchase price offered cancelled pursuant to the shareholders of the Company in the Transaction), and (b) the aggregate value of all Parties’ Equity ContributionSection 3.1 above. Each Rollover Shareholder hereby acknowledges and agrees that (ia) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards, towards or sums due to, such Rollover Shareholder by Holdco, its subsidiaries, each other member of the Buyer Consortium Parent and any of such other member’s Affiliates Merger Sub in respect of the Rollover Securities Shares held by such Rollover Shareholder and cancelled at the Closing as contemplated by pursuant to Section 5.1 above 3.1 above, and (iib) such Rollover Shareholder shall have no right to any Per Share Merger Consideration, Per ADS Merger Consideration, or any other merger consideration as provided in the Merger Agreement in respect of the Rollover Securities Shares held by such Rollover Shareholder. The Parties agree that Notwithstanding the Holdco foregoing, the Rollover Shares set forth opposite each Rollover Shareholder’s name on Schedule A shall be deemed to include Shares issuable up on the exercise of the Company Options only if such Rollover Shareholder pays or causes to be held by paid to the Company at or prior to the Rollover Closing the exercise price for each Party as of Closing Company Option included in its Rollover Shares; provided, that if such Rollover Shareholder fails to pay such amount to the Company at or prior to the Rollover Closing, such Rollover Shareholder’s Rollover Shares shall include only those Shares that are validly issued, fully paid and non-assessable, and each such Company Option shall be cancelled in accordance with Section 2.02 of the same class or series of shares of Holdco and shall rank pari passu with the Holdco Shares held by each other Party, including having equal voting rights and economics rights, unless otherwise consented to in writing by such PartyMerger Agreement.