LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...
LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...
LDK Solar Co., Ltd. - Asia Europe Clean Energy (Solar) Advisory Co ...
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SHARES ELIGIBLE FOR FUTURE SALE<br />
Upon completion of this offering, we will have outstanding 17,384,000 ADSs representing 16.7% of our<br />
ordinary shares outstanding, assuming no exercise of the over-allotment option, or 19,991,600 ADSs<br />
representing 18.8% of our ordinary shares outstanding, assuming full exercise of the over-allotment option. All<br />
of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons<br />
other than our ""affiliates'' without restriction or further registration under the Securities Act. Sales of<br />
substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our<br />
ADSs. Prior to this offering, there has been no public market for our ADSs, and while application has been<br />
made for the ADSs to be listed on the New York Stock Exchange, we cannot assure you that a regular trading<br />
market will develop in the ADSs. We have not listed and do not expect to list our ordinary shares.<br />
Lock-Up Agreements<br />
We have agreed that, without the prior written consent of each of Morgan Stanley & <strong>Co</strong>. International<br />
plc and UBS AG, we will not, during the period ending 180 days after the date of this prospectus:<br />
‚ offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or<br />
contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,<br />
directly or indirectly, any ordinary shares, ADSs or any securities convertible into or exercisable or<br />
exchangeable for ordinary shares or ADSs, or enter into any swap or other arrangement that transfers<br />
to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares<br />
or ADSs, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter<br />
into any such transaction, swap, hedge or other arrangement, whether any such transaction described<br />
above is to be settled by delivery of our ordinary shares or ADSs or such other securities, in cash or<br />
otherwise; or<br />
‚ file any registration statement with the Securities and Exchange <strong>Co</strong>mmission relating to the offering of<br />
any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary<br />
shares or ADSs.<br />
These restrictions do not apply to:<br />
‚ the sale of our ordinary shares in the form of ADSs to the underwriters in this offering; and<br />
‚ the issuance by us of ordinary shares upon the exercise of options pursuant to our 2006 stock incentive<br />
plan.<br />
Each of our shareholders, directors and executive officers and certain of our existing optionholders have<br />
agreed that, without the prior written consent of each of Morgan Stanley & <strong>Co</strong>. International plc and UBS<br />
AG, they will not, during the period ending 180 days (or 12 months in the case of <strong>LDK</strong> New <strong>Energy</strong>) after<br />
the date of this prospectus:<br />
‚ offer, pledge, sell, contract to sell, sell any option or contract to sell, purchase any option or contract to<br />
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or<br />
indirectly, any ordinary shares, ADSs, or any securities convertible into or exercisable or exchangeable<br />
for our ordinary shares or ADSs;<br />
‚ enter into any swap or other arrangement that transfers to another, in whole or in part, any of the<br />
economic consequences of ownership of our ordinary shares or ADSs; or<br />
‚ publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such<br />
transaction, swap, hedge or other arrangement.<br />
whether any such transaction described above is to be settled by delivery of our ordinary shares or ADSs or<br />
such other securities of ours, in cash or otherwise.<br />
These restrictions do not apply to:<br />
‚ the sale by the selling shareholders of our ordinary shares in the form of ADSs to the underwriters in<br />
this offering; and<br />
‚ transactions relating to our ordinary shares, ADSs or other securities acquired in open market<br />
transactions after the completion of this offering, provided that no filing under Section 16(a) of the<br />
Securities Exchange Act of 1934 will be required or will be voluntarily made in connection with<br />
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