Common use of Commitments of the Plan Sponsors and the Additional Investors Clause in Contracts

Commitments of the Plan Sponsors and the Additional Investors. (a) The Plan Sponsors and the Additional Investors agree to commit, severally and not jointly, to purchase shares of Convertible Series A Preferred Stock at a purchase price of approximately $1,050 million in the aggregate in cash, in each case, on the terms and conditions set forth in this Agreement and the Term Sheet. The Plan Sponsors and the Additional Investors may assign such commitments to any Party, to their respective creditworthy affiliates or either Plan Sponsor or any Additional Investors or their respective creditworthy affiliates, but otherwise no Party may sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of, any such commitments to any person. None of the commitments to purchase the Convertible Series A Preferred Stock of any Plan Sponsor or any Additional Investor shall be reduced for any reason. (b) Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell represents and warrants to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell that, as of October 30, 2020, it beneficially owns (as that term is defined in SEC Rule 13d-3 (“Beneficial Ownership”)) the number of shares of equity securities of Xxxxxxx set forth on Annex 1. Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell, for so long as it is a Party, will, as promptly as practicable, and in any event within one business day, notify counsel to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell of any change in its Beneficial Ownership of equity securities of Xxxxxxx. Each Party will individually make and be solely responsible for any filings or notifications as may be necessary under applicable law in connection with the entry into this Agreement and the performance of its obligations hereunder. The Plan Sponsors, the Additional Investors, the Consenting Noteholders and Honeywell agree not to (i) make any acquisition of equity securities of Xxxxxxx that is coordinated between any of them or (ii) share any pecuniary interest in any equity securities of Xxxxxxx held by any other Plan Sponsor, Additional Investor, Consenting Noteholder or Honeywell.

Commitments of the Plan Sponsors and the Additional Investors. (a) The Plan Sponsors and the Additional Investors agree to commit, severally and not jointly, to purchase shares of Convertible Series A Preferred Stock at a purchase price of approximately $1,050 million in the aggregate in cash, in each case, on the terms and conditions set forth in this Agreement and the Term Sheet. The Plan Sponsors and the Additional Investors may assign such commitments to any Party, to their respective creditworthy affiliates or either Plan Sponsor or any Additional Investors or their respective creditworthy affiliates, but otherwise no Party may sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of, any such commitments to any person. None of the commitments to purchase the Convertible Series A Preferred Stock of any Plan Sponsor or any Additional Investor shall be reduced for any reason. (b) Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell represents and warrants to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell that, as of October 3019, 2020, it beneficially owns (as that term is defined in SEC Rule 13d-3 (“Beneficial Ownership”)) the number of shares of equity securities of Xxxxxxx set forth on Annex 1. Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell, for so long as it is a Party, will, as promptly as practicable, and in any event within one business day, notify counsel to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell of any change in its Beneficial Ownership of equity securities of Xxxxxxx. Each Party will individually make and be solely responsible for any filings or notifications as may be necessary under applicable law in connection with the entry into this Agreement and the performance of its obligations hereunder. The Plan Sponsors, the Additional Investors, the Consenting Noteholders and Honeywell agree not to (i) make any acquisition of equity securities of Xxxxxxx that is coordinated between any of them or (ii) share any pecuniary interest in any equity securities of Xxxxxxx held by any other Plan Sponsor, Additional Investor, Consenting Noteholder or Honeywell.

Commitments of the Plan Sponsors and the Additional Investors. (a) The Plan Sponsors and the Additional Investors agree to commit, severally and not jointly, to purchase shares of Convertible Series A Preferred Stock at a purchase price of approximately $1,050 million in the aggregate in cash, in each case, on the terms and conditions set forth in this Agreement and the Term Sheet. The Plan Sponsors and the Additional Investors may assign such commitments to any Party, to their respective creditworthy affiliates or either Plan Sponsor or any Additional Investors or their respective creditworthy affiliates, but otherwise no Party may sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of, any such commitments to any person. None of the commitments to purchase the Convertible Series A Preferred Stock of any Plan Sponsor or any Additional Investor shall be reduced for any reason. (b) Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell represents and warrants to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell that, as of October 30, 2020, it beneficially owns (as that term is defined in SEC Rule 13d-3 (“Beneficial Ownership”)) the number of shares of equity securities of Xxxxxxx set forth on Annex 1. Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell, for so long as it is a Party, will, as promptly as practicable, and in any event within one business day, notify counsel to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell of any change in its Beneficial Ownership of equity securities of Xxxxxxx. Each Party will individually make and be solely responsible for any filings or notifications as may be necessary under applicable law in connection with the entry into this Agreement and the performance of its obligations hereunder. The Plan Sponsors, the Additional Investors, the Consenting Noteholders and Honeywell agree not to (i) make any acquisition of equity securities of Xxxxxxx that is coordinated between any of them or (ii) share any pecuniary interest in any equity securities of Xxxxxxx held by any other Plan Sponsor, Additional Investor, Consenting Noteholder or Honeywell.