Common use of Company Shares and ADSs Clause in Contracts

Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist in exchange for the right to receive $0.725 in cash without interest (the “Per Share Merger Consideration”), payable in the manner provided in Section 3.2 (or in the case of a Company Share represented by a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.4). For the avoidance of doubt, because each ADS represents eight (8) Company Shares, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for $5.80 in cash without interest (the “Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Nuokang Bio-Pharmaceutical Inc.)

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Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled cancelled and cease to exist in exchange for the right to receive $0.725 0.894375 in cash without interest (the “Per Share Merger Consideration”), payable in the manner provided in Section 3.2 (or in the case of a Company Share represented by a lost, stolen or destroyed certificate, payable upon delivery of an affidavit and an indemnity in the manner provided in Section 3.4). For the avoidance of doubt, because each ADS represents eight sixteen (8) Company 16) Ordinary Shares, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for $5.80 14.31 in cash without interest (the “Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement; provided, that in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail. The register of members of the Company shall be amended accordingly.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hailiang Education Group Inc.)

Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist in exchange for the right to receive $0.725 3.50 in cash without interest (the “Per Share Merger Consideration”), payable in the manner provided in Section 3.2 (or in the case of a Company Share represented by a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.4). For the avoidance of doubt, because each ADS represents eight four (8) Company 4) Class A Shares, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for $5.80 14.00 in cash without interest (the “Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (iDreamSky Technology LTD)

Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist in exchange for the right to receive $0.725 51.33 in cash without interest (the "Per Share Merger Consideration"), payable in the manner provided in Section 3.2 (or in the case of a Company Share represented by a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.4). For the avoidance of doubt, because each ADS represents eight (8) Company 1 1/2 Class A Shares, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for $5.80 77.00 in cash without interest (the "Per ADS Merger Consideration") subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement. The register of members of the Company shall be amended accordingly.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qihoo 360 Technology Co LTD)

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Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist in exchange for the right to receive $0.725 27.40 in cash without interest (the “Per Share Merger Consideration”), payable in the manner provided in Section 3.2 (or in the case of a Company Share represented by a lost, stolen or destroyed certificate, payable upon delivery of an affidavit in the manner provided in Section 3.4). For the avoidance of doubt, because each two (2) ADS represents eight one (8) 1) Company SharesShare, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for $5.80 13.70 in cash without interest (the “Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bona Film Group LTD)

Company Shares and ADSs. Each Company Share (including Company Shares represented by ADSs) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Founder Shares) shall be canceled and cease to exist in exchange for the right to receive $0.725 2.00 in cash without interest (the “Per Share Merger Consideration”), payable in the manner provided in Section 3.2 (or in the case of a Company Share represented by a lost, stolen or destroyed certificate, payable upon delivery of an affidavit in the manner provided in Section 3.4). For the avoidance of doubt, because each ADS represents eight one (8) Company Shares1) Class B Ordinary Share, each ADS that is issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares or Founder Shares) shall represent the right to surrender the ADS in exchange for $5.80 2.00 in cash without interest (the “Per ADS Merger Consideration”) subject to the terms and conditions set forth in this Agreement and in the Deposit Agreement. The register of members of the Company shall be amended accordingly.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gridsum Holding Inc.)

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