Common use of Consummation of the Transaction Clause in Contracts

Consummation of the Transaction. In the event that the Requisite Investors determine to close the Merger in accordance with the terms of the Merger Agreement, the Requisite Investors may terminate the participation in the Transaction of any Failing Investor (as defined below); provided that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Failing Investor’s participation in the Transaction is terminated pursuant to this Section 1.6, the amount of the Failing Investor’s Commitment shall first be offered to the Investors (other than (i) any Failing Investor and (ii) any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) at the time of such termination, and if none or not all of the Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in such proportion, then the Requisite Investors may offer the Failing Investor’s Commitment, or the applicable portion thereof, to all the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) and/or one or more new investors approved by the Requisite Investors.

Consummation of the Transaction. In the event that the Requisite Investors determine to close the Merger in accordance with the terms of the Merger Agreement, the Requisite Investors may terminate the participation in the Transaction of any Failing Investor (as defined below); provided that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Failing Investor’s participation in the Transaction is terminated pursuant to this Section 1.6, the amount of the Failing Investor’s Commitment shall first be offered to the Investors (other than (i) any Failing Investor and (ii) any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) at the time of such termination, and if none or not all of the Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in such proportion, then the Requisite Investors may offer the Failing Investor’s Commitment, or the applicable portion thereof, to all the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) and/or one or more new investors as approved by the Requisite Investors.