Common use of Rollover Closing Clause in Contracts

Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible, in accordance with the Interim Investors Agreement) of all of the conditions set forth in Sections 7.01 and 7.02 of the Merger Agreement (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby (the “Rollover Closing”) shall take place contemporaneously with the Cash Subscription and immediately prior to the Effective Time as contemplated by the Merger Agreement. For the avoidance of doubt, Schedule A sets forth opposite each Supporting Shareholder’s name the number and class of Rollover Shares of such Supporting Shareholder which shall be all the Shares owned by such Supporting Shareholder as of the date hereof.

Appears in 3 contracts

Sources: Rollover and Support Agreement (General Atlantic, L.P.), Rollover and Support Agreement (De Sa Cavalcante Neto Ari), Rollover and Support Agreement (Dragoneer Investment Group, LLC)