Common use of Rollover Closing Clause in Contracts

Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription by and issuance to the Rollover Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder) of the Rollover Consideration contemplated hereby shall take place at or immediately prior to the Closing or at such other time as agreed by the Rollover Vehicle and HoldCo (the “Rollover Closing”). For the avoidance of doubt, the cancellation of Rollover Shares shall only take place at the Effective Time in accordance with Section 2.1, notwithstanding the fact that the Rollover Closing may take place prior to the Effective Time.

Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription by and issuance to the Rollover Management Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder) of the Rollover Consideration contemplated hereby shall take place at or immediately prior to the Closing or at such other time as agreed by the Rollover Management Vehicle and HoldCo (the “Rollover Closing”). For the avoidance of doubt, the cancellation of Rollover Shares shall only take place at the Effective Time in accordance with Section 2.1, notwithstanding the fact that the Rollover Closing may take place prior to the Effective Time.