Common use of Cancellation of Rollover Securities Clause in Contracts

Cancellation of Rollover Securities. Subject to the terms and conditions set forth herein, (a) each Rollover Shareholder agrees that his or its Rollover Securities shall, after being contributed to Holdco pursuant to Section 1.3(b), be cancelled at the Closing for no consideration from the Company; and (b) other than its Rollover Securities, all the remaining Covered Securities Beneficially Owned by such Rollover Shareholder or its Affiliates, if any, shall (i) if such Covered Securities are Ordinary Shares issued and outstanding as of immediately prior to the Closing, be cancelled and cease to exist in exchange for the cash consideration provided under the Merger Agreement, or (ii) if such Covered Securities are represented by other securities, be treated as set forth in the Merger Agreement. Each Rollover Shareholder shall and shall cause its Affiliates to take all actions necessary to cause his or its Covered Securities to be treated as set forth herein.