Common use of Contribution Closing Clause in Contracts

Contribution Closing. (a) The closing of the transactions contemplated by this Agreement (the “Contribution Closing”) shall take place remotely via the electronic exchange of documents and signatures, on the same date as and immediately prior to or at the Effective Time (but with effectiveness at (and subject to the occurrence of) the Effective Time). The parties hereto acknowledge and agree that, effective upon the Contribution Closing, this Agreement shall constitute the instrument transferring the Rollover Shares and the SPV Common Units, as applicable. (b) The consummation of the Exchange with respect to the Rolling Stockholder shall be subject to the satisfaction of the following conditions: (i) the Closing shall occur substantially contemporaneous with or immediately following the Exchange, (ii) with respect to SPV’s obligation to effect the Contribution Closing, (1) the Rolling Stockholder shall have performed in all material respects each of its obligations required to be performed by it under this Agreement at or prior to the Contribution Closing and (2) the Rolling Stockholder’s representations and warranties in this Agreement shall be true and correct in all respects as of the execution of this Agreement and as of the Contribution Closing, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of the Rolling Stockholder to perform of any of its obligations under this Agreement or to consummate the transactions contemplated hereby, and (iii) with respect to the Rolling Stockholder’s obligation to effect the Contribution Closing, (1) SPV shall have performed in all material respects each of its obligations required to be performed by it under this Agreement at or prior to the Contribution Closing and (2) SPV’s representations and warranties in this Agreement shall be true and correct in all respects as of the execution of this Agreement and as of the Contribution Closing, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of SPV to perform of any of its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) At the Contribution Closing, (i) the Rollover Stockholder shall deliver or cause to be delivered to (or as directed by) SPV (A) as applicable, (1) for Certificated Rollover Shares, all Certificates representing Rollover Shares being contributed to SPV, duly endorsed in blank or together with duly executed stock powers or (2) for Book-Entry Shares, the applicable documentation needed to transfer such Book-Entry Shares as established in accordance with Section 4.2(b) of the Merger Agreement, in each case, in form and substance reasonably acceptable to SPV, and sufficient to transfer such Rollover Shares to (or as directed by) SPV, (B) a properly completed and duly executed Internal Revenue Service Form W-9 or W-8 (and any required underlying documentation), as applicable, and such other documents as SPV may reasonably request and as are required by applicable law to permit it to properly file information returns with the proper authorities and comply with its tax reporting, withholding, and payment obligations and (C) a duly executed counterpart signature page or joinder to the LLCA and (ii) SPV shall make a book entry to the appropriate schedule of the LLCA or other unit register of SPV and in the books and records of SPV reflecting the SPV Common Units issued to the Rollover Stockholder in accordance with this Agreement.

Contribution Closing. (a) The closing of the transactions contemplated by this Agreement (the “Contribution Closing”) shall take place remotely via the electronic exchange of documents and signatures, on the same date as and immediately prior to or at the Effective Time (but with effectiveness at (and subject to the occurrence of) the Effective Time). The parties hereto acknowledge and agree that, effective upon the Contribution Closing, this Agreement shall constitute the instrument transferring the Rollover Shares and the SPV Topco Common Units, as applicable. (b) The consummation of the Exchange with respect to the each such Rolling Stockholder shall be subject to the satisfaction of the following conditions: (i) the Closing conditions set forth in Article VIII of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing) shall occur substantially contemporaneous with have been satisfied or immediately following the Exchangewaived, (ii) with respect to SPVTopco’s obligation to effect the Contribution Closing, (1) the each such Rolling Stockholder shall have performed in all material respects each of its obligations required to be performed by it under this Agreement at or prior to the Contribution Closing and (2) the each such Rolling Stockholder’s representations and warranties in this Agreement shall be true and correct in all respects as of the execution of this Agreement and as of the Contribution Closing, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of the such Rolling Stockholder to perform of any of its obligations under this Agreement or to consummate the transactions contemplated hereby, and (iii) with respect to the each such Rolling Stockholder’s obligation to effect the Contribution Closing, (1) SPV Topco shall have performed in all material respects each of its obligations required to be performed by it under this Agreement at or prior to the Contribution Closing and (2) SPVTopco’s representations and warranties in this Agreement shall be true and correct in all respects as of the execution of this Agreement and as of the Contribution Closing, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of SPV Topco to perform of any of its obligations under this Agreement or to consummate the transactions contemplated hereby. For the avoidance of doubt, the failure of a Rolling Stockholder to meet the conditions set forth in this Section 2(b)(ii) shall not affect the consummation of the Contribution Closing with respect to the other Rolling Stockholders. (c) At the Contribution Closing, (i) the such Rollover Stockholder shall deliver or cause to be delivered to (or as directed by) SPV Topco (A) as applicable, (1) for Certificated Rollover Shares, all Certificates representing Rollover Shares being contributed to SPVTopco, duly endorsed in blank or together with duly executed stock powers or (2) for Book-Entry Shares, the applicable documentation needed to transfer such Book-Entry Shares as established in accordance with Section 4.2(b) of the Merger Agreement, in each case, in form and substance reasonably acceptable to SPVTopco, and sufficient to transfer such Rollover Shares to (or as directed by) SPVTopco, (B) a properly completed and duly executed Internal Revenue Service Form W-9 or W-8 (and any required underlying documentation), as applicable, and such other documents as SPV Topco may reasonably request and as are required by applicable law to permit it to properly file information returns with the proper authorities and comply with its tax reporting, withholding, and payment obligations and (C) a duly executed counterpart signature page or joinder to the LLCA to the extent the LLCA is in agreed form by the Closing and (ii) SPV Topco shall make a book entry to the appropriate schedule of the LLCA (as defined below) or other unit register of SPV Topco and in the books and records of SPV Topco reflecting the SPV Topco Common Units issued to the such Rollover Stockholder in accordance with this Agreement.