Common use of Equity Rollover Clause in Contracts

Equity Rollover. At the Closing, each of the Parties agree to contribute all of their shares in the Company owned by it in exchange for TopCo Ordinary Shares (as defined in the BCA) in accordance with the BCA, including, but not limited to, Sections 2.1 and 6.27 of the BCA. In furtherance, but not in limitation of the foregoing, each of the Parties shall contribute each Share owned by it to TopCo at the Closing in exchange for the corresponding TopCo Ordinary Shares pursuant to and in accordance with Section 2.1 of the BCA and such TopCo Ordinary Shares shall be subject to 180 day lock-up following the Closing on terms to be mutually agreed by the parties hereto prior to the Closing. Except as expressly contemplated by the BCA or this Agreement, none of the Parties shall transfer, assign, sell or Encumber any of their shares in the Company other than to wholly-owned Affiliates that agree in writing to be bound by the terms of this Agreement. The Parties agree that the exchange of shares in the Company for TopCo Ordinary Shares shall be carried out in the terms set out in Clause 2.1.(c) of the Business Combination Agreement.

Equity Rollover. At the Closing, each of the Parties agree to contribute all of their shares in the Company owned by it in exchange for TopCo Ordinary Shares (as defined in the BCA) in accordance with the BCA, including, but not limited to, Sections 2.1 and 6.27 of the BCA. In furtherance, but not in limitation of the foregoing, each of the Parties shall contribute each Share owned by it to TopCo at the Closing in exchange for the corresponding TopCo Ordinary Shares pursuant to and in accordance with Section 2.1 of the BCA and such TopCo Ordinary Shares shall be subject to a 180 day lock-up following the Closing on terms to be mutually agreed by the parties hereto prior to the Closing. Except as expressly contemplated by the BCA or this Agreement, none of the Parties shall transfer, assign, sell or Encumber any of their shares in the Company other than to wholly-owned Affiliates that agree in writing to be bound by the terms of this Agreement. The Parties agree that the exchange of shares in the Company for TopCo Ordinary Shares shall be carried out in the terms set out in Clause 2.1.(c) of the Business Combination Agreement.