Common use of Consummation of the Transactions Clause in Contracts

Consummation of the Transactions. (a) Subject to the terms and conditions of this Agreement, each of the Parties agrees and undertakes to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, the Merger Agreement or any other agreement contemplated hereby or thereby. (b) In the event that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Investor (the “Closing Investors”) acting unanimously shall have the right to (i) direct Holdco, Midco and Parent, as applicable, to enforce the obligations of such Failing Investor under its Equity Commitment Letter or the Contribution and Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of such Failing Investor; provided that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Investor with respect to such breach or threatened breach. If the Closing Investors terminate a Failing Investor’s participation in the Transactions pursuant to the immediately preceding sentence, MBKP shall have the right (but not the obligation) to provide equity financing for the Transactions to replace the amount of such Failing Investor’s Investor Equity Commitment (“Replacement Equity”) (provided that MBKP’s Replacement Equity shall not exceed an amount that, together with MBKP’s Investor Equity Commitment, would result in MBKP holding more than 41.0% of the issued and outstanding equity interests or more than 31.5% of the aggregate voting power in Holdco on a fully-diluted basis as of the Closing without the prior written consent of Horizon (which consent shall be provided by Horizon in the event that Replacement Equity in excess of such amount is required to consummate the Merger and no source of alternative capital is readily available)). To the extent MBKP elects not to or cannot provide Replacement Equity in an aggregate amount equal to such Failing Investor’s Investor Equity Commitment, the Closing Investors acting unanimously may offer one or more other Closing Investors or new investors the opportunity to provide Replacement Equity in an amount equal to the shortfall. A “Failing Investor” is any Investor that (A) breaches its obligation under the Equity Commitment Letter of such Investor to fund the Equity Commitment (as defined therein) or asserts in writing such Investor’s unwillingness to fund such Equity Commitment, or (B) breaches its obligation, if any, under the Contribution and Support Agreement to contribute its Shares to Holdco or asserts in writing such Investor’s unwillingness to perform such obligation.

Consummation of the Transactions. (a) Subject to the terms and conditions of this Agreement, each of the Parties agrees and undertakes to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, the Merger Agreement or any other agreement contemplated hereby or thereby. (b) In the event that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Investor (the “Closing Investors”) acting unanimously shall have the right to (i) direct Holdco, Midco and Parent, as applicable, Parent to enforce the obligations of such Failing Investor under its Equity Commitment Letter or the Contribution and Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of such Failing Investor; provided that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Investor with respect to such breach or threatened breach. If the Closing Investors terminate a Failing Investor’s participation in the Transactions pursuant to the immediately preceding sentence, MBKP shall have the right (but not the obligation) to provide equity financing for the Transactions to replace the amount of such Failing Investor’s Investor Equity Commitment (“Replacement Equity”) (provided that MBKP’s Replacement Equity shall not exceed an amount that, together with MBKP’s Investor Equity Commitment, would result in MBKP holding more than 41.031.5% of the issued and outstanding equity or voting interests in Holdco on a fully-diluted basis as of the Closing without the prior written consent of Horizon (which consent shall be provided by Horizon in the event that Replacement Equity in excess of such amount is required to consummate the Merger and no source of alternative capital is readily available)), and the Baring Funds shall have the right (but not the obligation) to provide Replacement Equity to the extent that MBKP elects not to or more than cannot provide Replacement Equity for the full amount of such Failing Investor’s Investor Equity Commitment (provided that the Baring Funds’ Replacement Equity shall not exceed an amount that, together with Baring’s aggregate Investor Equity Commitment, would result in Baring collectively holding 31.5% of the aggregate issued and outstanding equity or voting power interests in Holdco on a fully-diluted basis as of the Closing without the prior written consent of Horizon (which consent shall be provided by Horizon in the event that Replacement Equity in excess of such amount is required to consummate the Merger and no source of alternative capital is readily available)). To the extent MBKP elects and the Baring Funds elect not to or cannot provide Replacement Equity in an aggregate amount equal to such Failing Investor’s Investor Equity Commitment, the Closing Investors acting unanimously may offer one or more other Closing Investors or new investors the opportunity to provide Replacement Equity in an amount equal to the shortfall. A “Failing Investor” is any Investor that (A) breaches its obligation under the Equity Commitment Letter of such Investor to fund the Equity Commitment (as defined therein) or asserts in writing such Investor’s unwillingness to fund such Equity Commitment, or (B) breaches his or its obligation, if any, under the Contribution and Support Agreement to contribute his or its Shares to Holdco or asserts in writing such Investor’s unwillingness to perform such obligation.

Consummation of the Transactions. (a) Subject to the terms and conditions of this Agreement, each of the Parties agrees and undertakes to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, the Merger Agreement or any other agreement contemplated hereby or thereby. (b) In the event that the Closing Conditions are satisfied or validly waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated obliged to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Investor (the “Closing Investors”) acting unanimously shall have the right to (i) direct Holdco, Midco and Parent, as applicable, to Parent may enforce the obligations obligation of such any Failing Investor Investors under its Equity Commitment Letter or the Contribution and Support Agreement, as applicableLetter, and/or (ii) the Lead Investor, acting in its sole discretion, may terminate the participation in the Transactions of such any Financial Investor that fails to fund its Equity Commitment or that asserts in writing its unwillingness to fund its Equity Commitment, in each case pursuant to its Equity Commitment Letter (a “Failing Investor”); provided provided, that such termination shall not affect the rights or remedies of the Closing Investors (as defined below) against such Failing Investor with respect to such breach or threatened breach, which rights shall be exercised in the manner as provided in Sections 2.4 and 2.5 hereof. If In the Closing Investors terminate event the Lead Investor terminates a Failing Investor’s participation in the Transactions pursuant to the immediately preceding sentenceTransactions, MBKP shall have the right (but not the obligation) to provide equity financing for the Transactions to replace the amount of such Failing Investor’s Investor Equity Commitment (“Replacement Equity”) (provided that MBKPshall first be offered to the Lead Investor, and if none or not all of a Failing Investor’s Replacement Equity shall not exceed an amount thatCommitment is accepted by the Lead Investor, together with MBKPthen the Lead Investor, in its sole discretion, may offer such Failing Investor’s Investor Equity Commitment, would result in MBKP holding more than 41.0% of or any portion thereof, to the issued and outstanding equity interests other Investors or to one or more than 31.5% of new investors approved by the aggregate voting power Lead Investor in Holdco on a fully-diluted basis as of its sole discretion. Notwithstanding anything to the Closing without contrary herein, the prior written consent of Horizon Parties agree and acknowledge that, if any Financial Investor reasonably expects that it will not be able to timely fund its Equity Commitment pursuant to its Equity Commitment Letter due to any governmental or regulatory factors (which consent the “Potential Funding Failure”), it shall be provided by Horizon in promptly notify the event that Replacement Equity in excess Lead Investor of such amount is required to consummate the Merger and no source of alternative capital is readily available))Potential Funding Failure. To the extent MBKP elects a Financial Investor notifies the Lead Investor of the Potential Funding Failure at a time reasonably in advance of the Closing, such Financial Investor will be offered a reasonable period of time to discuss and negotiate with the Lead Investor for alternative plans (including but not limited to or canalternative financing plans). For the avoidance of doubt, such Financial Investor will not provide Replacement Equity in an aggregate amount equal to such be deemed a Failing Investor’s , a Breaching Investor Equity Commitment, the Closing Investors acting unanimously may offer one (as defined below) or more other Closing Investors or new investors the opportunity to provide Replacement Equity in an amount equal a Defaulting Investor (as defined below) solely due to the shortfall. A “Failing Investor” is any Investor that Potential Funding Failure if (A) breaches its obligation under such Financial Investor and the Lead Investor reach an agreement on alternative plans to ensure that such Financial Investor’s Equity Commitment can be timely funded at or prior to the Effective Time pursuant to the Equity Commitment Letter of such Investor to fund the Equity Commitment (as defined therein) or asserts in writing such Investor’s unwillingness to fund such Equity CommitmentLetter, or and (B) breaches such Financial Investor actually funds or causes to be funded its obligation, if any, under Equity Commitment at or prior to the Contribution and Support Agreement Effective Time pursuant to contribute its Shares to Holdco or asserts in writing such Investor’s unwillingness to perform such obligationEquity Commitment Letter.

Consummation of the Transactions. (a) Subject to the terms and conditions of this Agreement, each of the Parties agrees and undertakes to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, the Merger Agreement or any other agreement contemplated hereby or thereby. Without limiting the foregoing and in furtherance thereof, the Investors agree to use their respective reasonable best efforts to procure that Holdco and Parent effect the consummation of the transactions contemplated by the Share Sale and Support Agreement, pursuant to which, among other things, Premier Education will sell to Parent, and Parent will purchase from Premier Education, immediately prior to the Closing, all of the PE Shares. (b) Notwithstanding anything in this Agreement to the contrary, each of Baring, Holdco and Parent hereby irrevocably affirms and agrees that each of the Investors other than Baring shall have the right to solely, and without Baring's consent, direct Parent to enforce the provisions of the Share Sale and Support Agreement to the extent Premier Education has breached its obligations under the Share Sale and Support Agreement or to pursue any specific performance or similar remedy from Premier Education pursuant to and in accordance with Section 6.4 of the Share Sale and Support Agreement. (c) In the event that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Investor Sponsor (the “"Closing Investors”") acting unanimously shall have the right to (i) direct Holdco, Midco and Parent, as applicable, to enforce the obligations of such Failing Investor under its Equity Commitment Letter or the Contribution and Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of such Failing Investor; provided that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Investor with respect to such breach or threatened breach. If the Closing Investors terminate a Failing Investor’s participation in the Transactions pursuant to the immediately preceding sentence, MBKP shall have the right (but not the obligation) to provide equity financing for the Transactions to replace the amount of such Failing Investor’s Investor Equity Commitment (“Replacement Equity”) (provided that MBKP’s Replacement Equity shall not exceed an amount that, together with MBKP’s Investor Equity Commitment, would result in MBKP holding more than 41.0% of the issued and outstanding equity interests or more than 31.5% of the aggregate voting power in Holdco on a fully-diluted basis as of the Closing without the prior written consent of Horizon (which consent shall be provided by Horizon in the event that Replacement Equity in excess of such amount is required to consummate the Merger and no source of alternative capital is readily available)). To the extent MBKP elects not to or cannot provide Replacement Equity in an aggregate amount equal to such Failing Investor’s Investor Equity Commitment, the Closing Investors acting unanimously may offer one or more other Closing Investors or new investors the opportunity to provide Replacement Equity in an amount equal to the shortfall. A “Failing Investor” is any Investor that (Ai) breaches its obligation under the Equity Commitment Letter of such Investor to fund the Equity Commitment (as defined therein) or (ii) asserts in writing such Investor’s 's unwillingness to fund such Equity Commitment, or Commitment (B) breaches its obligation, if any, under the Contribution and Support Agreement to contribute its Shares to Holdco or asserts in writing any such Investor’s unwillingness , a "Failing Sponsor"); provided, that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Sponsor with respect to perform such obligationbreach or threatened breach. If the Closing Investors terminate a Failing Sponsor's participation in the Transactions pursuant to the immediately preceding sentence, the Closing Investors acting unanimously may offer one or more Closing Investors or new investors the opportunity to provide equity financing for the Transactions to replace the amount of such Failing Sponsor's Investor Equity Commitment.