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SC 13D
TOP FORTUNE WIN LTD. filed this Form SC 13D on 04/05/2018
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Form of Adherence Agreement


THIS ADHERENCE AGREEMENT, dated as of [·] (this “Agreement”), is made by [·], a [·] company organized and existing under the laws of [·] with its registered address at [·] (the “Additional Rollover Shareholder”).


WHEREAS, on March 26, 2018, certain parties (the “Existing Parties”) entered into a support agreement (the “Support Agreement”) in connection with an acquisition transaction (the “Transaction”) with respect to iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands and listed on the NASDAQ Global Select Market (the “NASDAQ”) (the “Company”), pursuant to which the Company would be delisted from the NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).


WHEREAS, the Additional Rollover Shareholder will acquire additional Securities pursuant to Section 1.4 of the Support Agreement.


WHEREAS, the Additional Rollover Shareholder now wishes to participate in the Transaction contemplated under the Merger Agreement and the Support Agreement, to sign this Agreement, and to be bound by the terms of the Support Agreement as a party thereto.




1.                                      Defined Terms and Construction


1.1          Capitalized terms used but not defined herein shall have the meaning set forth in the Support Agreement.


1.2          This Agreement shall be incorporated into the Support Agreement as if expressly incorporated into the Support Agreement.


2.                                      Undertakings


The Additional Rollover Shareholder undertakes to each Existing Party that it will, with effect from the date hereof, perform and comply with each of the obligations of a Rollover Shareholder as if it had been a party to the Support Agreement at the date of execution thereof and the Existing Parties agree that where there is a reference to a “Rollover Shareholder” there it shall be deemed to include a reference to the Additional Rollover Shareholder and with effect from the date hereof, all the rights of a Rollover Shareholder provided under the Support Agreement will be accorded to the Additional Rollover Shareholder as if the Additional Rollover Shareholder had been a Rollover Shareholder under the Support Agreement at the date of execution thereof.


3.                                      Representations and Warranties


3.1          Representations and Warranties.  The Additional Rollover Shareholder hereby represents and warrants to the Existing Parties that (a) it has the requisite power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such party and no additional proceedings are necessary to approve this Agreement; (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of such party enforceable against it in accordance with the terms hereof; (d) its execution, delivery and performance (including the provision and exchange of information) of this Agreement will not (i) conflict


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