Common use of Issuance of Parent Shares Clause in Contracts

Issuance of Parent Shares. Immediately prior to the Closing, in consideration for (a) the cancellation of the Rollover Shares (including those represented by ADSs) held by each Investor in accordance with Section 2.1, Parent shall issue to such Investor (or, if designated by such Investor in writing, an Affiliate of such Investor), the number of newly issued (i) ordinary shares of Parent, par value US$0.0005 per share (“Parent Ordinary Shares”) and/or (ii) convertible participating preferred shares of Parent, par value US$0.0005 per share (“Parent Preferred Shares” which, together with the Parent Ordinary Shares, may hereinafter referred to as “Parent Shares”), in each case, as set forth in the column titled “Parent Shares” opposite such Investor’s name on Schedule A hereto, at a consideration per share equal to its par value and (b) the payment by an Investor of the applicable Subscription Amount in accordance with Section 2.2, Parent shall issue to such Investor (or, if designated by such Investor in writing, an Affiliate of such Investor), the number of newly issued Parent Shares, in each case, as set forth in the column titled “Parent Shares” opposite such Investor’s name on Schedule B hereto. Each Investor hereby acknowledges and agrees that (i) delivery of the Parent Shares set forth opposite such Investor’s name on Schedule A hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor by Parent and Merger Sub in respect of the Rollover Shares (including those represented by ADSs) held by such Investor and cancelled at the Effective Time as contemplated by Section 2.1 above, (ii) delivery of the Parent Shares set forth opposite such Investor’s name on Schedule B hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor by Parent and Merger Sub in respect of the Subscription Amount paid by such Investor as contemplated by Section 2.2 above and (iii) such Investor shall have no right to any Merger Consideration in respect of the Rollover Shares (including those represented by ADSs) held by such Investor.

Issuance of Parent Shares. Immediately prior to the Closing, (a) in consideration for (a) the cancellation of the Rollover Shares (including those represented by ADSs) held by each Investor Supporting Shareholder other than GA in accordance with Section 2.12.3, Parent shall issue to such Investor Supporting Shareholder (or, if designated by such Investor Supporting Shareholder in writing, an Affiliate of such InvestorSupporting Shareholder), the such number of newly issued (i) class A and/or class B ordinary shares of Parent, par value US$0.0005 0.00001 per share (“Parent Ordinary Shares”) and/or (ii) convertible participating preferred shares of Parent, par value US$0.0005 per share (“Parent Preferred Shares” which, together with the Parent Ordinary Shares, may hereinafter referred to as “Parent Shares”), in each case, as set forth in the column titled “Parent Shares” opposite such InvestorSupporting Shareholder’s name on Schedule A heretohereto and as may be adjusted pursuant to Section 1.3, Section 2.4 or the Interim Investors Agreement, at a consideration per share equal to its par value value; and (b) in consideration for the payment by an Investor contribution, assignment, transfer and delivery of the applicable Subscription Amount GA’s Rollover Shares to Parent in accordance with Section 2.22.4, Parent shall issue to such Investor GA (or, if designated by such Investor GA in writing, an Affiliate of such InvestorGA), the such number of newly issued Parent Shares, in each case, as set forth in the column titled “Parent Shares” opposite such InvestorGA’s name on Schedule B heretoA hereto and as may be adjusted pursuant to Section 1.3, Section 2.4 or the Interim Investors Agreement. Each Investor Supporting Shareholder hereby acknowledges and agrees that (i) delivery of the Parent Shares set forth opposite such InvestorSupporting Shareholder’s name on Schedule A hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor Supporting Shareholder by Parent and Merger Sub in respect of the Rollover Shares (including those represented by ADSs) held by such Investor Supporting Shareholder and cancelled at the Effective Time as contemplated by Section 2.1 2.3 above, (ii) delivery of or contributed immediately prior to the Parent Shares set forth opposite such Investor’s name on Schedule B hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor by Parent and Merger Sub in respect of the Subscription Amount paid by such Investor Effective Time as contemplated by Section 2.2 2.4 above and (iiiii) such Investor Supporting Shareholder shall have no right to any Merger Consideration in respect of the Rollover Shares (including those represented by ADSs) held by such InvestorSupporting 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 (a) the cancellation of the Rollover Shares (including those represented by ADSs) held by each Investor Supporting Shareholder in accordance with Section 2.1, Parent shall issue to such Investor Supporting Shareholder (or, if designated by such Investor Supporting Shareholder in writing, an Affiliate of such InvestorSupporting Shareholder), the number of newly issued (i) ordinary shares of Parent, par value US$0.0005 0.0001 per share (“Parent Ordinary Shares”) and/or (ii) convertible participating preferred shares of Parent, par value US$0.0005 per share (“Parent Preferred Shares” which, together with the Parent Ordinary Shares, may hereinafter referred to as “Parent Shares”), in each case, as set forth in the column titled “Parent Shares” opposite such InvestorSupporting Shareholder’s name on Schedule A hereto, at a consideration per share equal to its par value and (b) the payment by an Investor of the applicable Subscription Amount in accordance with Section 2.2, Parent shall issue to such Investor (or, if designated by such Investor in writing, an Affiliate of such Investor), the number of newly issued Parent Shares, in each case, as set forth in the column titled “Parent Shares” opposite such Investor’s name on Schedule B hereto. Each Investor Supporting Shareholder hereby acknowledges and agrees that (i) delivery of the Parent Shares set forth opposite such InvestorSupporting Shareholder’s name on Schedule A hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor Supporting Shareholder by Parent Xxxxxx and Merger Xxxxxx Sub in respect of the Rollover Shares (including those represented by ADSs) held by such Investor Supporting Shareholder and cancelled at the Effective Time Closing as contemplated by Section 2.1 above, and (ii) delivery of the Parent Shares set forth opposite such Investor’s name on Schedule B hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor by Parent and Merger Sub in respect of the Subscription Amount paid by such Investor as contemplated by Section 2.2 above and (iii) such Investor Supporting Shareholder shall have no right to any Merger Consideration in respect of the Rollover Shares (including those represented by ADSs) held by such InvestorSupporting 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 At or immediately prior to the Closing, in consideration for (a) the cancellation of the Rollover Shares (including those represented by ADSs) held by each Investor Supporting Shareholder in accordance with Section ‎Section 2.1, Parent shall issue to such Investor Supporting Shareholder (or, if designated by such Investor Supporting Shareholder in writing, an Affiliate of such InvestorSupporting Shareholder), the number of newly issued (i) ordinary shares of Parent, par value US$0.0005 0.0000005 per share (“Parent Ordinary Shares”) and/or (ii) convertible participating preferred shares of Parent, par value US$0.0005 per share (“Parent Preferred Shares” which, together with the Parent Ordinary Shares, may hereinafter referred to as “Parent Shares”), in each case, as set forth in the column titled “Parent Shares” opposite such InvestorSupporting Shareholder’s name on Schedule A hereto, at a consideration per share equal to its par value and (b) the payment by an Investor of the applicable Subscription Amount in accordance with Section 2.2, Parent shall issue to such Investor (or, if designated by such Investor in writing, an Affiliate of such Investor), the number of newly issued Parent Shares, in each case, as set forth in the column titled “Parent Shares” opposite such Investor’s name on Schedule B hereto. Each Investor Supporting Shareholder hereby acknowledges and agrees that (i) delivery of the Parent Shares set forth opposite such InvestorSupporting Shareholder’s name on Schedule A hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor Supporting Shareholder by Parent and Merger Sub in respect of the Rollover Shares (including those represented by ADSs) held by such Investor Supporting Shareholder and cancelled at the Effective Time Closing as contemplated by Section ‎Section 2.1 above, and (ii) delivery of the Parent Shares set forth opposite such Investor’s name on Schedule B hereto, shall constitute complete satisfaction of all obligations towards or sums due to such Investor by Parent and Merger Sub in respect of the Subscription Amount paid by such Investor as contemplated by Section 2.2 above and (iii) such Investor Supporting Shareholder shall have no right to any Merger Consideration in respect of the Rollover Shares (including those represented by ADSs) held by such InvestorSupporting 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).