Common use of Consummation of the Transactions Clause in Contracts

Consummation of the Transactions. 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 obliged to consummate the Merger in accordance with the Merger Agreement, the Principal Investors who are not Failing Investors (as defined below), acting jointly, may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of any Investor that fails to fund its Commitment (as defined below) or that asserts in writing its unwillingness to fund its Commitment, in each case pursuant to its Equity Commitment Letter or Support Agreement, as applicable (a “Failing Investor”); provided, that such termination shall not affect the rights 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. In the event the Principal Investors who are not Failing Investors, acting jointly, terminate a Failing Investor’s participation in the Transactions, the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under its Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to (A) the Principal Investors in proportion of their respective LG Percentages, if neither of the Principal Investors is a Failing Investor or (B) the Principal Investor who is not a Failing Investor, if one of the Principal Investors is a Failing Investor, and if none or not all of a Failing Investor’s Commitment is accepted by the Principal Investors (other than any Failing Investor) in such proportions, then the Principal Investors who are not Failing Investors, acting jointly, may offer such Failing Investor’s Commitment, or any portion thereof, to the Rollover Investors or to one or more new investors approved by the Principal Investors who are not Failing Investors, acting jointly; provided that, the prior written consent of JD shall be required if such new investor is a Restricted Transferee. Each Investor agrees that in the event the consent or direction of the Principal Investors is required under this Agreement, if a Principal Investor is also a Failing Investor, then such Failing Investor shall be deemed not to be a Principal Investor for the purposes of such consent or direction.

Consummation of the Transactions. In the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in accordance with Section 2.1 and Section 2.2) and the terms of Requisite Investors determine to close the Merger Agreement and this Agreement, and Parent and Merger Sub are obliged to consummate the Merger in accordance with the Merger AgreementMerger, the Principal Requisite Investors who are not Failing Investors (as defined below), acting jointly, may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of any Investor that fails to fund does not (or whose Affiliate does not) fulfil its Commitment (as defined below) or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fund fulfil its Commitment, in each case pursuant to its Equity Commitment Letter or Support Agreement, as applicable (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) or Merger Sub against such Failing Investor or its Affiliates, as applicable, with respect to such breach failure or threatened breachdeclination to fulfil its Commitment, which rights shall be exercised in the manner as provided in Sections 2.4 Section 3.4 and 2.5 hereofSection 3.5 (in addition to any rights of the Closing Investors or Merger Sub pursuant to any other agreement). In the event the Principal Requisite Investors who are not Failing Investors, acting jointly, terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under its Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to (A) the Principal Investors in proportion of their respective LG Percentages, if neither of the Principal Investors is a Failing Investor or (B) the Principal Investor who is not a Failing Investor, if one of the Principal Investors is a Failing Investor, and if none or not all of a Failing Investor’s Commitment is accepted by the Principal EC Investors (other than any Failing InvestorInvestor or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such proportionsEC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Principal Requisite Investors who are not Failing Investors, acting jointly, may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor or any EC Investor who declines to accept its full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts as may be determined by the Requisite Investors; and (z) if there remains any outstanding portion thereofof such Failing Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors in such amounts as may be determined by the Requisite Investors. Notwithstanding anything to the Rollover Investors or to one or more new investors approved by contrary contained herein, from and after the Principal Investors who are not Failing Investors, acting jointly; provided that, the prior written consent of JD shall be required if such new investor is a Restricted Transferee. Each time an Investor agrees that in the event the consent or direction of the Principal Investors is required under this Agreement, if a Principal Investor is also becomes a Failing Investor, then the approval or consent of such Failing Investor shall not be required for any purpose under this Agreement; provided, any Failing Investor that participates in the Transactions as a result of the Closing Investors exercising their rights to seek specific performance pursuant to Section 3.4 shall no longer be deemed not to a Failing Investor and his, her or its approval or consent rights shall be a Principal restored, in each case as of the date such Failing Investor for the purposes of such consent or directionand its Affiliates fulfil their Commitment in full.

Consummation of the Transactions. In Subject to Section 2.3.2(iv), in the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in accordance with Section 2.1 and Section 2.2) and the terms of Requisite Investors determine to close the Merger Agreement and this Agreement, and Parent and Merger Sub are obliged to consummate the Merger in accordance with the Merger AgreementMerger, the Principal Requisite Investors who are not Failing Investors (as defined below), acting jointly, may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of any Investor that fails to fund does not (or whose Affiliate does not) fulfill its Commitment (as defined below) or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fund fulfill its Commitment, in each case pursuant to its Equity Commitment Letter or Support Agreement, as applicable (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor or its Affiliates, as applicable, with respect to such breach failure or threatened breachdeclination to fund, which rights shall be exercised in the manner as provided in Sections 2.4 Section 3.4 and 2.5 Section 3.5 hereof. In the event the Principal Requisite Investors who are not Failing Investors, acting jointly, terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under its Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to all EC Investors (Aother than any (a) the Principal Investors in proportion of their respective LG Percentages, if neither of the Principal Investors is a Failing Investor or (Bb) Non-Consenting Investor whose participation in the Principal Investor who is not a Failing InvestorTransactions has been terminated pursuant to Section 2.2, if one or any Affiliate of the Principal Investors is a Failing Investor, and foregoing) in proportion to their respective Equity Commitments; (y) if none or not any EC Investor accepts less than all of a such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is accepted by made pursuant to clause (x) above, then the Principal Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor) in , Non-Consenting Investor or EC Investor who declines to accept its full pro rata portion of such proportions, then the Principal Investors who are not Failing Investors, acting jointly, may offer such Failing Investor’s Commitment, or any Affiliate of the foregoing) in such amounts as may be determined by the Requisite Investors; and (z) if there remains any outstanding portion thereofof such Non-Consenting Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors in such amounts as may be determined by the Requisite Investors. Notwithstanding anything to the Rollover Investors or to one or more new investors approved by contrary contained herein, from and after the Principal Investors who are not Failing Investors, acting jointly; provided that, the prior written consent of JD shall be required if such new investor is a Restricted Transferee. Each time an Investor agrees that in the event the consent or direction of the Principal Investors is required under this Agreement, if a Principal Investor is also becomes a Failing Investor, then the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided, any Failing Investor that participates in the Transactions as a result of the Closing Investors exercising their rights to seek specific performance pursuant to Section 3.4 shall no longer be deemed not to a Failing Investor and his, her or its approval or consent rights shall be a Principal restored, in each case as of the date such Failing Investor for the purposes of such consent or directionand its Affiliates fulfill their Commitment in full.

Consummation of the Transactions. (a) Subject to the terms and conditions of this Agreement, each of the Parties agrees and undertakes to use his or its 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 the Transaction Documents. (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 obliged to consummate the Merger in accordance with the Merger Agreement, the Principal Investors who are not Failing Investors (as defined below), acting jointly, may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of any Investor that fails to fund its Commitment (as defined below) or that asserts in writing its unwillingness to fund its Commitment, in each case pursuant to its the Equity Commitment Letter or Support Agreement, as applicable (a “Failing Investor”), and/or (ii) direct Parent and Holdco to enforce the obligation of any Failing Investors under the Equity Commitment Letter or Support Agreement, as applicable; provided, that such termination shall not affect the rights 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 ‎2.5 and 2.5 ‎2.11 hereof. In the event the Principal Investors who are not Failing Investors, acting jointly, terminate a Failing Investor’s participation in the Transactions, the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under its the Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to (A) the Principal Investors who are not a Failing Investor in proportion of their respective LG Percentages, if neither of the Principal Investors is a Failing Investor or (B) the Principal Investor who is not a Failing Investor, if one of the Principal Investors is a Failing InvestorContemplated Ownership Percentage, and if none or not all of a Failing Investor’s Commitment is accepted by the Principal Investors (other than any Failing Investor) in such proportions, then the Principal Investors who are not Failing Investors, acting jointly, may offer such Failing Investor’s Commitment, or any portion thereof, to the Rollover Investors Shareholders or to one or more new investors approved by the Principal Investors who are not Failing Investors, acting jointly; provided that, the prior written consent of JD shall be required if such new investor is a Restricted Transferee. Each Investor agrees that in the event the consent or direction of the Principal Investors is required under this Agreement, if a Principal Investor is also a Failing Investor, then such Failing Investor shall be deemed not to be a Principal Investor for the purposes of such consent or direction.

Consummation of the Transactions. In the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in accordance with Section 2.1 and Section 2.2) and the terms of Requisite Investors determine to close the Merger Agreement and this Agreement, and Parent and Merger Sub are obliged to consummate the Merger in accordance with the Merger AgreementMerger, the Principal Requisite Investors who are not Failing Investors (as defined below)may, acting jointly, may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of any Investor that fails to fund does not (or whose Affiliate does not) fulfil its Commitment (as defined below) or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fund fulfil its Commitment, in each case pursuant to its Equity Commitment Letter or Support Agreement, as applicable (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) or Parent against such Failing Investor or its Affiliates, as applicable, with respect to such breach failure or threatened breachdeclination to fulfil its Commitment, which rights shall be exercised in the manner as provided in Sections 2.4 Section 3.4 and 2.5 hereofSection 3.5 (in addition to any rights of the Closing Investors or Parent pursuant to any other agreement). In the event the Principal Requisite Investors who are not Failing Investors, acting jointly, terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under its Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to the EC Investor (Aunless the EC Investor is the Failing Investor); (y) if the Principal Investors in proportion of their respective LG Percentages, if neither EC Investor accepts less than all of the Principal Investors is a Failing Investor or (B) the Principal Investor who is not a Failing Investor, if one of the Principal Investors is a Failing Investor, and if none or not all of a Failing Investor’s Commitment after offer is accepted by made pursuant to clause (x) above, or if the Principal EC Investor is the Failing Investor, then the Failing Investor’s Commitment will be offered to all other Investors (other than any Failing InvestorInvestor or any EC Investor who declines to accept the full portion of such Commitment, or any Affiliate of the foregoing) in such proportions, then amounts as may be jointly determined by the Principal Investors who are not Failing Requisite Investors, acting jointly, may offer ; and (z) if there remains any outstanding portion of such Failing Investor’s Commitment, or any portion thereof, Commitment after the offer is made pursuant to the Rollover Investors or to one or more new investors approved by the Principal Investors who are not Failing Investors, acting jointly; provided that, the prior written consent of JD shall be required if such new investor is a Restricted Transferee. Each Investor agrees that in the event the consent or direction of the Principal Investors is required under this Agreement, if a Principal Investor is also a Failing Investorclause (y) above, then such Failing Investor shall outstanding portion may be deemed not offered to new investors in such amounts as may be a Principal Investor for jointly determined by the purposes of such consent or directionRequisite Investors.

Consummation of the Transactions. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by the Chairman Parties to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Parties, desirable for the consummation of the Transactions. In the event that the Closing Conditions conditions set forth in Sections 7. 1, 7.2 and 7.3 of the Merger Agreement are satisfied or validly waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obliged obligated to consummate the Merger in accordance with the terms of the Merger Agreement, the Principal Investors who are not Failing Investors (as defined below), acting jointly, may (i) direct Parent Chairman Parties shall have the right to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Support Agreement, as applicable, and/or (ii) terminate the participation in the Transactions of by any Investor that fails to fund its Commitment (as defined below) or that asserts in writing its unwillingness to fund its Commitment, in each case pursuant to its Equity Commitment Letter or Support Agreement, as applicable Sponsor (a “Failing InvestorSponsor”)) that (i) breaches such Sponsor’s obligation under the Equity Commitment Letter of such Sponsor to fund the Equity Commitment or (ii) asserts in writing such Sponsor’s unwillingness to fund such Equity Commitment; provided, that such termination shall not affect the rights or remedies of the Closing Investors (as defined below) Chairman Parties against such Failing Investor Sponsor or its Affiliates with respect to such breach or threatened breach, which rights shall be exercised in . If the manner as provided in Sections 2.4 and 2.5 hereof. In the event the Principal Investors who are not Failing Investors, acting jointly, Chairman Parties terminate a Failing InvestorSponsor’s participation in the TransactionsTransactions pursuant to the immediately preceding sentence, then the Chairman Parties shall decide to offer one or more Sponsors or Additional Sponsors (as defined below) the opportunity to purchase the equity interest of Parent for the Transactions to replace the amount of such Failing InvestorSponsor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under its Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to (A) the Principal Investors in proportion of their respective LG Percentages, if neither of the Principal Investors is a Failing Investor or (B) the Principal Investor who is not a Failing Investor, if one of the Principal Investors is a Failing Investor, and if none or not all of a Failing Investor’s Commitment is accepted by the Principal Investors (other than any Failing Investor) in such proportions, then the Principal Investors who are not Failing Investors, acting jointly, may offer such Failing Investor’s Commitment, or any portion thereof, to the Rollover Investors or to one or more new investors approved by the Principal Investors who are not Failing Investors, acting jointly; provided that, the prior written consent of JD shall be required if such new investor is a Restricted Transferee. Each Investor agrees that in the event the consent or direction of the Principal Investors is required under this Agreement, if a Principal Investor is also a Failing Investor, then such Failing Investor shall be deemed not to be a Principal Investor for the purposes of such consent or direction.

Consummation of the Transactions. In the event that the Closing Conditions are satisfied or validly waived in accordance with the terms of the Merger Agreement and this Agreement, Agreement and Parent and Merger Sub are obliged to consummate the Merger in accordance with the Merger Agreement, the Principal Investors who are not Failing Requisite Investors (as defined below), acting jointly, ) may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Support Rollover Agreement, as applicable, pursuant to the terms and subject to the conditions thereunder and/or (ii) terminate the participation in the Transactions of any Investor that fails to fulfill its obligations to fund its Equity Commitment or effect its Rollover Commitment when required pursuant to the terms and subject to the conditions set forth in its Equity Commitment Letter or Rollover Agreement, as applicable (as defined belowsuch obligations, the “Commitment” of such Investor) or that asserts in writing its unwillingness to fund fulfill its Commitment, in each case when required pursuant to its Equity Commitment Letter or Support Rollover Agreement, as applicable (each Investor whose participation is so terminated, a “Failing Investor”, and collectively, the “Failing Investors”); provided, provided that such termination shall not affect the rights of the Closing Investors (as defined below) or Parent against such Failing Investor with respect to such breach or threatened breach, which rights shall be exercised in the manner as provided in Sections Section 2.4 and Section 2.5 hereof. In ; provided, further, the event Surviving Provisions shall survive the Principal Investors who are not termination of this Agreement with regard to any Failing Investors, acting jointly, terminate Investor and Section 1.3(c) shall continue to apply to an Investor that is a Failing Investor for a period of two (2) years following such Investor becoming a Failing Investor’s participation in the Transactions, the . The amount of such any Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under its Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) as applicable, shall first be offered to (A) the Principal one or more Investors in proportion of their respective LG Percentages, if neither of the Principal Investors is a Failing Investor or (B) the Principal Investor who is not a Failing Investor, if one of the Principal Investors is a Failing Investor, and if none or not all of a Failing Investor’s Commitment is accepted by the Principal Investors (other than any Failing Investor) in such proportions, then the Principal Investors who are not Failing Investors, acting jointly, may offer such Failing Investor’s Commitment, or any portion thereof, to the Rollover Investors or to and/or one or more new investors approved as determined by all the Principal Investors who are not Failing Requisite Investors, acting jointly; provided that, the prior written consent of JD shall be required if such new investor is a Restricted Transferee. Each Investor agrees that in the event the consent or direction of the Principal Investors is required under this Agreement, if a Principal Investor is also a Failing Investor, then such Failing Investor shall be deemed not to be a Principal Investor for the purposes of such consent or direction.