Common use of Rollover Agreement Clause in Contracts

Rollover Agreement. Subject to the conditions contained in Section 1.1 above, each of Holdco and Parent shall, at the direction of the Requisite Investors (other than the Investor against whom enforcement is sought, if applicable), enforce the provisions of the Rollover Agreement in accordance with the terms of the Merger Agreement and the Rollover Agreement. If the Merger is not consummated due to the failure of any Rollover Shareholder (other than an Investor) to perform its obligations under the Rollover Agreement and the Parent Termination Fee becomes payable pursuant to the Merger Agreement, each of Holdco and Parent shall enforce the provisions of the Rollover Agreement against such breaching Rollover Shareholder. Any amount paid by such breaching Rollover Shareholder to Holdco or Parent, net of the costs and expenses incurred by Holdco and Parent in connection with such enforcement, shall be distributed to the Investors or their respective designees in proportion to their respective guaranteed percentage of the payment obligations of Parent with respect to the Parent Termination Fee as set out in the Limited Guarantees (the “Guaranteed Percentage”). Each of Holdco and Parent shall not, and the Investors shall not cause Holdco and Parent to, enforce the indemnity under Section 4.2(e) of the Rollover Agreement against any Rollover Shareholder who is not a PRC resident for PRC tax purposes for any liability associated with any PRC Government Authority denying a stepped up basis equal to the amount of the Merger Consideration received by such Rollover Shareholder or its Affiliates as described under Section 4.2(e)(ii)(A) of the Rollover Agreement, except where such liability is caused by such Rollover Shareholder’s failure to comply with applicable Law in respect of any Tax Liabilities (as defined in the Rollover Agreement).