Subscription of Parent Shares Sample Clauses
The 'Subscription of Parent Shares' clause outlines the terms under which one party agrees to purchase or subscribe to shares issued by the parent company. Typically, this clause specifies the number of shares, the subscription price, and the timing or conditions under which the shares will be issued and allotted. For example, it may require the investor to pay a certain amount in exchange for newly issued shares upon closing of a transaction. The core function of this clause is to formalize the process and obligations related to the issuance and acquisition of parent company shares, ensuring both parties are clear on their rights and responsibilities in the transaction.
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 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, 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 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. 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 the Rollover Persons, and the Rollover Persons (or, if designated by the Rollover Persons in writing, in the name of an affiliate of the Rollover Persons) shall subscribe for, the number of Parent Shares at the ratio of one Rollover Share to one Parent Share and at a subscription price of US$0.0001 per share as set forth under the heading “Shares – Parent Shares” opposite the Rollover Persons’ name in Schedule A hereto. The Rollover Persons hereby acknowledge and agree that they shall have no right to any Merger Consideration in respect of their 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. 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 to such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, one or more affiliates of such Rollover Shareholder), and such Rollover Shareholder and/or his or her affiliates (as applicable) shall subscribe for, an aggregate number of Parent Shares, at par value per share, equal to the aggregate 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 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.
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$0.001 per share, as set forth opposite such Rollover Shareholder’s name on Schedule A hereto. 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 and no right to any consideration in respect of the cancellation of its Share Awards pursuant to Section 2.02 of the Merger Agreement.