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 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 to such Rollover Shareholder (or, if designated by such Rollover Shareholder, one or more Permitted Transferees affiliates of such Rollover Shareholder), and such Rollover Shareholder and/or its affiliates (as applicable) in shall subscribe for, a number of the amount Parent Shares as set forth opposite such Rollover Shareholder’s name under in the column titled entitled “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 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).

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 Rollover Shares by each Rollover Shareholder in accordance with to Parent pursuant to Section 3.11 of this Agreement, Parent shall issue Parent Shares in the name of such each 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 in Schedule A hereto. A. 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 the Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the Per Share Merger Consideration (or Per ADS Merger Consideration, if applicable) 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 aboveShares, and (bc) on receipt of such Parent Shares, such Rollover Shareholder shall have no right to any the Per Share Merger Consideration (or Per ADS Merger Consideration, or any other merger consideration in if applicable) 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).