Common use of Subscription of Rollover Consideration Clause in Contracts

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, 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 Management Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder), and the Rollover Management Vehicle shall, and such Shareholder shall cause the Rollover Management 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, in consideration for the cancellation of the Rollover Shares and Rollover Warrants held by a Shareholder in accordance with Section 2.1 3.1 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 such Shareholder (or or, if designated by such other entity mutually acceptable to Holdco and Shareholder in writing, an Affiliate of such Shareholder), and the Rollover Vehicle shall, and such Shareholder or its Affiliate (as applicable) shall cause the Rollover Vehicle (or such other entity mutually acceptable to Holdco and such Shareholder) to subscribe for, such Shareholder’s 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 HoldCo and its Affiliates in respect of the Rollover Shares and Rollover Warrants held by such Shareholder and cancelled at the Effective Time as contemplated by Section 2.1 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 or the Rollover Warrants held by such Shareholder.