Common use of Treatment of American Depositary Shares Clause in Contracts

Treatment of American Depositary Shares. Each American Depositary Share, each of which represents two Class A Ordinary Shares (each, an “ADS” and collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, shall be cancelled in exchange for the right to receive $10.80 in cash per ADS without interest (subject to adjustment pursuant to Section 3.01(d)) (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall apply. The Per ADS Merger Consideration shall be paid to the Depositary (in consideration for the cancellation of the Class A Ordinary Shares underlying the ADSs) and distributed by the Depositary to the holder of such ADSs. From and after the Effective Time, all such ADSs (and such underlying Class A Ordinary Shares) shall no longer be outstanding and shall be automatically cancelled and retired, and shall cease to exist, and each holder of any such ADSs shall cease to have any rights with respect thereto, except the right to receive the Per ADS Merger Consideration therefor upon the surrender of such ADS in accordance with Section 3.02, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.

Treatment of American Depositary Shares. Each American Depositary Share, each of which represents two Class A Ordinary Shares ADS (each, an “ADS” and collectively, other than ADSs representing the “ADSs”), Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, shall be cancelled in exchange for the right to receive $10.80 1.60 in cash per ADS without interest (subject to adjustment pursuant to Section 3.01(d3.01(e)) (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall apply. The Per ADS Merger Consideration shall be paid to the Depositary (in consideration for the cancellation of the underlying Class A Ordinary Shares underlying represented by the ADSs) and distributed by the Depositary to the holder of such ADSs. From and after the Effective Time, all such ADSs (and such underlying Class A Ordinary SharesShares represented by the ADSs) shall no longer be issued and outstanding and shall be automatically cancelled and retired, and shall cease to exist, and each holder of any such ADSs shall cease to have any rights with respect theretoto such ADSs (and such underlying Class A Ordinary Shares represented by the ADSs), except the right to receive the Per ADS Merger Consideration therefor upon the surrender of such ADS without interest in accordance with Section 3.02, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.

Treatment of American Depositary Shares. Each American Depositary Share, each of which represents two Class A Ordinary Shares (each, an “ADS” and collectively, the “ADSs”), ADS issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, shall be cancelled in exchange for the right to receive $10.80 3.5 in cash per ADS without interest (subject to adjustment pursuant to Section 3.01(d)3.1(e) (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall apply. The Per ADS Merger Consideration shall be paid to the Depositary (in consideration for the cancellation of the Class A Ordinary Shares underlying the ADSs) and distributed by the Depositary to the holder of such ADSs. From and after the Effective Time, all such ADSs (and such underlying Class A Ordinary Shares) shall no longer be outstanding and shall be automatically cancelled and retired, and shall cease to exist, and each holder of any such ADSs shall cease to have any rights with respect thereto, except the right to receive the Per ADS Merger Consideration therefor upon the surrender of such ADS in accordance with Section 3.023.2, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.

Treatment of American Depositary Shares. Each American Depositary Share, each of which represents representing two (2) Class A Ordinary Shares (each, an “ADS” ”, and collectively, the “ADSs”), issued and outstanding immediately prior to the Effective TimeTime (other than ADSs representing the Excluded Shares), together with the each underlying Class A Ordinary Shares Share represented by such ADSs, shall be cancelled in exchange for the right to receive $10.80 US$8.60 per ADS in cash per ADS without interest (subject to adjustment pursuant to Section 3.01(d)) (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that , and in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall prevail and apply. The Per ADS Merger Consideration shall be paid by the Paying Agent to the Depositary (in consideration for as the cancellation registered holder of the such cancelled underlying Class A Ordinary Shares underlying the ADSs) and distributed by the Depositary to the holder holders of such ADSsADSs pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement. From and after At the Effective Time, all such ADSs (and such underlying Class A Ordinary SharesShares represented by the ADSs) that have been cancelled in exchange for the right to receive the Per ADS Merger Consideration as provided in this Section 2.1(b) shall no longer be issued and outstanding and shall be automatically cancelled and retiredcancelled, and shall cease to exist, and each former holder of any such ADSs shall will cease to have any rights with respect theretoto such ADSs (and such underlying Class A Shares represented by the ADSs), except the right to receive the Per ADS Merger Consideration without interest, to be paid in consideration therefor upon the surrender of such ADS in accordance with Section 3.02, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Timethis Article II.

Treatment of American Depositary Shares. Each American Depositary Share, each of which represents two Class A Ordinary Shares ADS (each, an “ADS” and collectively, the “ADSs”), other than ADSs representing Excluded Shares) issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive $10.80 1.90 in cash per ADS without interest (subject to adjustment pursuant to Section 3.01(d3.01(e)) (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall apply. The Per ADS Merger Consideration shall be paid to the Depositary (in consideration for the cancellation of the Class A Ordinary underlying Shares underlying represented by the ADSs) and distributed by the Depositary to the holder of such ADSs. From and after the Effective Time, all such ADSs (and such underlying Class A Ordinary SharesShares represented by the ADSs) shall no longer be issued and outstanding and shall be automatically cancelled and retired, and shall cease to exist, and each holder of any such ADSs shall cease to have any rights with respect thereto, except the right to receive the Per ADS Merger Consideration therefor upon the surrender of such ADS in accordance with Section 3.02, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.

Treatment of American Depositary Shares. Each American Depositary Share, each of which represents two Class A Ordinary Shares (each, an “ADS” and collectively, the “ADSs”), ADS issued and outstanding immediately prior to the Effective TimeTime (including Shares represented by ADSs), together with the underlying Class A Ordinary Shares represented by such ADSs, shall be cancelled in exchange for the right to receive $10.80 7.30 in cash per ADS without interest (subject to adjustment pursuant to Section 3.01(d)) (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall apply. The Per ADS Merger Consideration shall be paid to the Depositary (in consideration for the cancellation of the Class A Ordinary Shares underlying the ADSs) and distributed by the Depositary to the holder of such ADSs. From and after the Effective Time, all such ADSs (and such underlying Class A Ordinary Shares) shall no longer be outstanding and shall be automatically cancelled and retired, and shall cease to exist, and each holder of any such ADSs shall cease to have any rights with respect thereto, except the right to receive the Per ADS Merger Consideration therefor upon the surrender of such ADS in accordance with Section 3.02, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.

Treatment of American Depositary Shares. Each American Depositary Share, each of which represents two Class A Ordinary Shares (each, an “ADS” and collectively, the “ADSs”), ADS issued and outstanding immediately prior to the Effective Time, together with the underlying Class A Ordinary Shares represented by such ADSs, shall be cancelled in exchange for the right to receive $10.80 20 in cash per ADS without interest (subject to adjustment pursuant to Section 3.01(d4.01(d)) (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided that in the event of any conflict between this Agreement and the Deposit Agreement, provisions in this Agreement shall apply. The Per ADS Merger Consideration shall be paid to the Depositary (in consideration for the cancellation of the Class A Ordinary Shares underlying the ADSs) and distributed by the Depositary to the holder of such ADSsADSs in accordance with this Agreement and the Depositary Agreement. From and after the Effective Time, all such ADSs (and such underlying Class A Ordinary Shares) shall no longer be outstanding and shall be automatically cancelled and retired, and shall cease to exist, and each holder of any such ADSs shall cease to have any rights with respect thereto, except the right to receive the Per ADS Merger Consideration therefor upon the surrender of such ADS in accordance with Section 3.024.02, and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.