Common use of Equity Rollover Commitments Clause in Contracts

Equity Rollover Commitments. Parent has delivered to the Company true and complete copies of the equity rollover letters (the "Equity Rollover Commitments"), dated as of the Execution Date, from each of the Persons listed in Section 5.8 of the Parent Disclosure Letter (the "Rollover Entities"), pursuant to which such parties have committed to contribute to Parent that number of shares of Common Stock set forth in such letters for shares of membership interests of Parent immediately prior to the Effective Time. As of the Execution Date, the Equity Rollover Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the other parties thereto. The only conditions precedent to the obligations of each of the Rollover Entities under the Equity Rollover Commitments are those contemplated by the terms of the Equity Rollover Commitments. As of the Execution Date, assuming the accuracy of the Company's representations and warranties contained herein, neither Parent, Merger Sub nor any direct investor in Parent has any knowledge that any event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under any term or condition of the Equity Rollover Commitments or otherwise be reasonably likely to result in any portion of the commitments contemplated thereby to be unavailable. As of the Execution Date, assuming the accuracy of the Company's representations and warranties contained herein, neither Parent, Merger Sub nor any direct investor in Parent has any reason to believe that any of the Rollover Entities will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Equity Rollover Commitments.

Equity Rollover Commitments. Parent has delivered to the Company true and complete copies of the equity rollover letters (the "Equity Rollover Commitments")letters, dated as of the Execution Date, from each of the Persons listed in Section 5.8 of the Parent Disclosure Letter (i) WLG, SK and HBK and (ii) Istithmar (the "“Equity Rollover Entities"Commitments”), pursuant to which such parties have committed to contribute to Parent that number of shares of Common Stock Ordinary Shares set forth in such letters for shares of membership interests capital stock of Parent immediately prior to the Effective Time. As of the Execution Date, the Equity Rollover Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the other parties theretoeffect. The only conditions precedent to the obligations of each of the Rollover Entities (i) WLG, SK or HBK or (ii) Istithmar under the Equity Rollover Commitments are those Table of Contents contemplated by the terms of the Equity Rollover Commitments. As of the Execution Date, assuming the accuracy of the Company's ’s representations and warranties contained herein, neither Parent, Merger Sub nor any direct investor in Parent (or, in the case of WLG, SK or HBK) has any knowledge that any event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under any term or condition of the Equity Rollover Commitments or otherwise be reasonably likely to result in any portion of the commitments contemplated thereby to be unavailable. As of the Execution Date, assuming the accuracy of the Company's ’s representations and warranties contained herein, neither Parent, Merger Sub nor any direct investor in Parent (or, in the case of WLG, SK or HBK) has any reason to believe that any of the Rollover Entities (i) WLG, SK or HBK or (ii) Istithmar will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Equity Rollover Commitments.

Equity Rollover Commitments. Parent has delivered to the Company true and complete copies of the equity rollover letters (the "“Equity Rollover Commitments"”), dated as of the Execution Date, from each of the Persons listed in Section 5.8 of the Parent Disclosure Letter (the "“Rollover Entities"”), pursuant to which such parties have committed to contribute to Parent that number of shares of Common Stock set forth in such letters for shares of membership interests of Parent immediately prior to the Effective Time. As of the Execution Date, the Equity Rollover Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the other parties thereto. The only conditions precedent to the obligations of each of the Rollover Entities under the Equity Rollover Commitments are those contemplated by the terms of the Equity Rollover Commitments. As of the Execution Date, assuming the accuracy of the Company's ’s representations and warranties contained herein, neither Parent, Merger Sub nor any direct investor in Parent has any knowledge that any event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under any term or condition of the Equity Rollover Commitments or otherwise be reasonably likely to result in any portion of the commitments contemplated thereby to be unavailable. As of the Execution Date, assuming the accuracy of the Company's ’s representations and warranties contained herein, neither Parent, Merger Sub nor any direct investor in Parent has any reason to believe that any of the Rollover Entities will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Equity Rollover Commitments.

Equity Rollover Commitments. Parent has delivered to the Company true and complete copies of the equity rollover letters (the "Equity Rollover Commitments")letters, dated as of the Execution Datedate hereof, from each of the Persons listed in Section 5.8 of the Parent Disclosure Letter (i) WLG, SK and HBK and (ii) Istithmar (the "“Equity Rollover Entities"Commitments”), pursuant to which such parties have committed to contribute to Parent that number of shares of Common Stock Ordinary Shares set forth in such letters for shares of membership interests capital stock of Parent immediately prior to the Effective Time. As of the Execution Datedate of this Agreement, the Equity Rollover Commitments are in full force and effect and are legal, valid and binding obligations of Parent and the other parties theretoeffect. The only conditions precedent to the obligations of each of the Rollover Entities (i) WLG, SK or HBK or (ii) Istithmar under the Equity Rollover Commitments are those contemplated by the terms of the Equity Rollover Commitments. As of the Execution Datedate hereof, assuming the accuracy of the Company's ’s representations and warranties contained herein, neither Parent, Merger Sub nor any direct investor in Parent (or, in the case of WLG, SK or HBK) has any knowledge that any event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach under any term or condition of the Equity Rollover Commitments or otherwise be reasonably likely to result in any portion of the commitments contemplated thereby to be unavailable. As of the Execution Datedate hereof, assuming the accuracy of the Company's ’s representations and warranties contained herein, neither Parent, Merger Sub nor any direct investor in Parent (or, in Table of Contents the case of WLG, SK or HBK) has any reason to believe that any of the Rollover Entities (i) WLG, SK or HBK or (ii) Istithmar will be unable to satisfy on a timely basis any term or condition to be satisfied by it and contained in the Equity Rollover Commitments.