Subscription of Rollover Consideration. At or immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by a Shareholder in accordance with Section 2.1 and without prejudice to any additional HoldCo Shares that such Shareholder may receive in respect of any cash contributions, HoldCo shall issue or cause to be issued to the Rollover Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder), and the Rollover Vehicle shall, and such Shareholder shall cause the Rollover Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder) to subscribe for, such Shareholder’s Rollover Consideration. Each Shareholder hereby acknowledges and agrees that (i) delivery of such Rollover Consideration shall constitute complete satisfaction of all obligations towards or sums due to such Shareholder by HoldCo and its Affiliates in respect of the Rollover Shares held by such Shareholder and cancelled at the Effective Time as contemplated by Section 2.1 above, and (ii) such Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Shares held by such Shareholder.
Subscription of Rollover Consideration. At or immediately prior to the Closing, and without prejudice to any additional Topco Shares that such Rollover Shareholder may receive in respect of any cash contributions, in consideration for the cancellation of the Rollover Shares (including those represented by ADSs), Topco shall issue or cause to be issued to such Rollover Shareholder (or, at direction of such Rollover Shareholder, to the Person in the column titled “Designated Person” opposite such Rollover Shareholder’s name on Schedule A hereto or, subject to completion by Topco or its Affiliates of any anti-money laundering, know-your-client or similar procedure, to any Affiliate of such Rollover Shareholder as such Rollover Shareholder may designate in writing), and such Rollover Shareholder or its designated Person (as applicable) shall subscribe for, its Rollover Consideration at a per share subscription price equal to its par value. The Rollover Shareholder hereby acknowledges and agrees that such Rollover Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Shares (including those represented by ADSs) held by such Rollover Shareholder.
Subscription of Rollover Consideration. At the Closing, in consideration for the cancellation of the Rollover Shares held by each Shareholder in accordance with Section 3.1 and without prejudice to any additional Parent Shares that such Shareholder may receive in respect of any cash contributions, Parent shall issue or cause to be issued to such Shareholder (or, if designated by such Shareholder in writing, an Affiliate of such Shareholder), and such Shareholder or its Affiliate (as applicable) shall subscribe for its Rollover Consideration. Each Shareholder hereby acknowledges and agrees that (i) delivery of such Rollover Consideration shall constitute complete satisfaction of all obligations towards or sums due to such Shareholder by Parent and its Affiliates in respect of the Rollover Shares held by such Shareholder and cancelled at the Effective Time as contemplated by Section 3.1 above, and (ii) such Shareholder shall have no right to any consideration as provided in the Merger Agreement in respect of the Rollover Shares held by such Shareholder.
Subscription of Rollover Consideration. In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Parent pursuant to Section 2.1 of this Agreement immediately prior to the completion of transactions contemplated under the Merger Agreement, Parent shall issue Parent Shares in the name of each Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, in the name of an Affiliate of such Rollover Shareholder) in the amount set forth opposite such Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Upon issuance of Parent Shares to the Rollover Shareholders immediately prior to the Merger Closing, Parent shall deliver to each Rollover Shareholder (i) a complete copy of the updated register of members of Parent, certified by the registered office provider of Parent, evidencing the ownership by each Rollover Shareholder and/or its/his/her Affiliate (as appropriate) of the Parent Shares issued to such Rollover Shareholder and/or its/his/her Affiliate (as appropriate), and (ii) a copy of the duly executed share certificate(s) issued in the name of such Rollover Shareholder (and/or its/his/her Affiliate, as appropriate) for its/his/her Rollover Consideration, with the originals of such duly executed share certificate(s) to be delivered to such Rollover Shareholder and/or its/his/her Affiliate (as appropriate) within five (5) Business Days after the Rollover Closing (as defined below). The capitalization table of Parent immediately after the Merger Closing is shown on Schedule B attached hereto. Each Rollover Shareholder hereby acknowledges and agrees that (without prejudice to any additional Parent Shares that such Rollover Shareholder may receive in respect of any cash contributions) (a) the value of the Parent Shares issued to such Rollover Shareholder and/or its/his/her Affiliate (as appropriate) pursuant to this Section 2.2 is equal to (x) the total number of Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the Per Share Merger Consideration (as defined in the Merger Agreement), (b) issuance of such Parent Shares to such Rollover Shareholder and/or its/his/her Affiliate (as appropriate) shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Parent with respect to such Rollover Shareholder’s Rollover Shares and (c) on receipt of such Parent Shares, such Rollover Shareholder shall have no right to the Merger Consideration w...
