Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by each Shareholder in accordance with Section 3.01 hereof, Parent shall issue to such Shareholder (or, if designated by such Shareholder in writing, an Affiliate of such Shareholder), and such Shareholder or its Affiliate (as applicable) shall subscribe for, the number of Parent Shares, at par value per share, equal to the number of Rollover Shares held by such Shareholder and cancelled pursuant to Section 3.01 hereof. Each Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due such Shareholder by Parent and Merger Sub in respect of the Rollover Shares held by such Shareholder and cancelled pursuant to Section 3.01 hereof, and (b) such Shareholder shall have no right to any Merger Consideration in respect of the Rollover Shares held by such Shareholder.
Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by each Rollover Shareholder in accordance with Section 3.1, Parent shall 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 its affiliate (as applicable) shall subscribe for, the number of Parent Shares, at par value per share, equal to the number of Rollover Shares held by such Rollover Shareholder and cancelled pursuant to Section 3.1 above. 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 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 Merger Consideration in respect of the Rollover Shares held by such Rollover Shareholder.
Subscription of Parent Shares. Immediately prior to the Closing, Parent shall issue to each Rollover Shareholder, and such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, an Affiliate of such Rollover Shareholder) shall subscribe for, the number of Parent Shares, at US$0.0001 per share, as set forth opposite such Rollover Shareholder’s name on Schedule B hereto. For purposes of this Section, “Affiliate” shall include an exempted company with limited liability, incorporated under the laws of the British Virgin Islands or the Cayman Islands, that is set up to hold certain Parent Shares in preparation for the future vesting or exercise of share incentive awards to be granted by the Parent, as applicable (such entity, the “ESOP SPV”). Each Rollover Shareholder hereby acknowledges and agrees that such Rollover Shareholder shall have no right to any Merger Consideration in respect of its Rollover Shares.
Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Securities held by the Shareholder in accordance with Section 2.1, Parent shall issue to the Shareholder (or, if designated by the Shareholder in writing, an Affiliate of the Shareholder), and the Shareholder or its Affiliate (as applicable) shall subscribe for, such number of newly issued ordinary shares of Parent without par value (the “Parent Shares”) as jointly determined by 北京信中利投资股份有限公司, a company organized and existing under the Laws of the PRC (the “Sponsor”), ChinaEquity USD Fortune Co., Ltd. (“ChinaEquity”) and the Shareholder. The Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to the Shareholder by Parent and Merger Sub in respect of the Securities held by the Shareholder and cancelled at the Closing as contemplated by Section 2.1 above, and (b) the Shareholder shall have no right to any Merger Consideration in respect of the Securities held by the Shareholder.
Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by each Shareholder in accordance with Section 2.1, Parent shall issue to such Shareholder (or, if designated by such Shareholder in writing, an Affiliate of such Shareholder), and such Shareholder or its Affiliate (as applicable) shall subscribe for, the number of newly issued Class A ordinary shares of Parent, par value US$0.00001 per share (the “Class A Parent Shares”) or Class B ordinary shares of Parent, par value US$0.00001 per share (the “Class B Parent Shares”, together with the Class A Parent Shares, the “Parent Shares”) set forth in the column titled “Parent Shares” opposite such Shareholder’s name on Schedule A hereto, at a consideration per share equal to its par value. Each 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 Shareholder by Parent and Merger Sub in respect of the Rollover Shares held by such Shareholder and cancelled at the Closing as contemplated by Section 2.1 above, and (b) such Shareholder shall have no right to any Merger Consideration in respect of the Rollover Shares held by such Shareholder.
Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Securities held by the Shareholder in accordance with Section 2.1, Parent shall issue to the Shareholder (or, if designated by the Shareholder in writing, an Affiliate of the Shareholder), and the Shareholder or its Affiliate (as applicable) shall subscribe for, such number of newly issued ordinary shares of Parent without par value (the “Parent Shares”) as jointly determined by CNshangquan Limited (“CNshangquan”), 北京信中利投资股份有限公司, a company organized and existing under the Laws of the PRC (“Sponsor”) and the Shareholder. The Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to the Shareholder by Parent and Merger Sub in respect of the Securities held by the Shareholder and cancelled at the Closing as contemplated by Section 2.1 above, and (b) the Shareholder shall have no right to any Merger Consideration in respect of the Securities held by the Shareholder.
Subscription of Parent Shares. As consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Parent pursuant to Section 3.1, at the Contribution Closing (as defined below), Parent shall issue to such Shareholder (or, if designated by such Shareholder in writing, an Affiliate of such Shareholder), and such Shareholder or its Affiliate (as applicable) shall subscribe for immediately prior to the Contribution Closing, the number of Parent Shares in the amount set forth opposite such Shareholder’s name on Schedule A. Each Shareholder hereby acknowledges and agrees that (i) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Shareholder by Parent and any of its Affiliates in respect of the Rollover Shares contributed by such Shareholder to Parent at the Contribution Closing as contemplated by Section 3.1 above, and (ii) such Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Shares.
Subscription of Parent Shares. Immediately prior to the Closing, Parent shall issue to the Rollover Person, and the Rollover Person (or, if designated by the Rollover Person in writing, in the name of an affiliate of the Rollover Person) shall subscribe for, the number of Parent Shares at a subscription price of US$0.0001 per share as set forth under the heading “Shares – Parent Shares” opposite the Rollover Person’s name in Schedule A hereto. The Rollover Person hereby acknowledges and agrees that he shall have no right to any Merger Consideration in respect of his Rollover Shares.
Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by the Rollover Stockholders in accordance with Section 2.1 hereof, Parent shall issue to each Rollover Stockholder (or, if designated by such Rollover Stockholder in writing, an Affiliate of such Rollover Stockholder), and such Rollover Stockholder or his, her or its Affiliate (as applicable) shall subscribe for, the number of Parent Shares set forth opposite such Rollover Stockholder’s name in column titled “Parent Shares” of Schedule A hereto. Each Rollover Stockholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Stockholder or his, her or its designated Affiliate is equal to (x) the total number of Rollover Shares owned by such Rollover Stockholder 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 Stockholder by Parent and Merger Sub in respect of the Rollover Shares held by such Rollover Stockholder and cancelled pursuant to Section 2.1 hereof, and (c) such Rollover Stockholder shall have no right to any Per Share Merger Consideration in respect of the Rollover Shares held by him, her or it.
Subscription of Parent Shares. (a) Immediately prior to the Closing, Parent shall issue to the Rollover Shareholder (or, if designated by the Rollover Shareholder, its Affiliate), and the Rollover Shareholder shall, or shall cause such designated Affiliate to, subscribe for, certain number of newly issued ordinary shares of Parent (the “Parent Shares”), at a consideration per share equal to its par value.
