Conversion into Shares. (a) Subject to Section 5.01(b), from and after the date hereof until the Closing Date, each of Seller and Parent agrees, covenants and undertakes that Seller shall not, directly or indirectly, convert any ADSs held by it in the Company into Shares (whether by cancellation of the ADSs or otherwise), nor take any action in furtherance of such conversion. (b) Notwithstanding anything to the contrary contained herein, each of Seller and Parent agrees, covenants and undertakes that, if requested by Buyer, Seller shall promptly convert any and all ADSs held by it in the Company into Shares in accordance with the terms of the Deposit Agreement, and promptly take any and all actions in furtherance of such conversion. To the extent any Subject ADS is converted into Shares prior to the Closing at the request of Buyer pursuant to Section 5.01, the parties hereby agree that the purchase and sale of such Subject ADS contemplated under Section 2.01 shall be replaced by the purchase and sale of the Shares issued upon the conversion of such Subject ADS, without any changes in the amount or payment method of the Aggregate Purchase Price.
Appears in 1 contract
Sources: Share Purchase Agreement (Vast Profit Holdings LTD)
Conversion into Shares. (a) Subject to Section 5.01(b5.02(b), from and after the date hereof until the Closing Date, each of Seller and Parent agrees, covenants and undertakes that Seller shall not, directly or indirectly, convert any ADSs held by it in the Company into Shares (whether by cancellation of the ADSs or otherwise), nor take any action in furtherance of such conversion.
(b) Notwithstanding anything to the contrary contained herein, each of Seller and Parent agrees, covenants and undertakes that, if requested by Buyer, Seller shall promptly convert any and all ADSs held by it in the Company into Shares in accordance with the terms of the Deposit Agreement, and promptly take any and all actions in furtherance of such conversion. To the extent any Subject ADS is converted into Shares prior to the Closing at the request of Buyer pursuant to Section 5.015.02, the parties hereby agree that the purchase and sale of such Subject ADS contemplated under Section 2.01 shall be replaced by the purchase and sale of the Shares issued upon the conversion of such Subject ADS, without any changes in the amount or payment method of the Aggregate Purchase Price.
Appears in 1 contract
Sources: Share Purchase Agreement (Vast Profit Holdings LTD)