Common use of Consummation of the Transactions Clause in Contracts

Consummation of the Transactions. Subject to Section 2.3.2(iv), in the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 2.1 and Section 2.2) and the Requisite Investors determine to close the Merger, the Requisite Investors may terminate the participation in the Transactions of any Investor that does not (or whose Affiliate does not) fulfill its Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill its Commitment (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 failure or declination to fund, which rights shall be as provided in Section 3.4 and Section 3.5 hereof. In the event the Requisite Investors terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Commitment shall first be offered to all EC Investors (other than any (a) Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting Investor or 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 of 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 contrary contained herein, from and after the time an Investor becomes a Failing Investor, 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 a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in full.

Consummation of the Transactions. Subject to Section 2.3.2(iv), in In the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 2.1 and Section 2.2) and the Requisite Investors determine to close the Merger, the Requisite Investors may terminate the participation in the Transactions of any Investor that does not (or whose Affiliate does not) fulfill fulfil its Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill fulfil its Commitment (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 failure or declination to fundfulfil its Commitment, which rights shall be as provided in Section 3.4 and Section 3.5 hereof(in addition to any rights of the Closing Investors or Merger Sub pursuant to any other agreement). In the event the Requisite Investors terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Commitment shall first be offered to all EC Investors (other than any (a) Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting 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 of such Non-Consenting 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 contrary contained herein, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes 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 a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill fulfil their Commitment in full.

Consummation of the Transactions. Subject to Section 2.3.2(iv), in In the event that the Closing Conditions are satisfied or validly waived (subject in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obliged to consummate the requirements Merger in Section 2.1 and Section 2.2) and accordance with the Requisite Investors determine to close the MergerMerger Agreement, the Requisite 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 does not (or whose Affiliate does not) fulfill fails to fund its Commitment (as defined below) or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill 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 or its Affiliates, as applicable, with respect to such failure breach or declination to fundthreatened breach, which rights shall be exercised in the manner as provided in Section 3.4 Sections 2.4 and Section 3.5 2.5 hereof. In the event the Requisite Principal 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 (A) the Principal Investors (other than any (a) in proportion of their respective LG Percentages, if neither of the Principal Investors is a Failing Investor or (bB) Non-Consenting the Principal Investor whose participation in the Transactions has been terminated pursuant to Section 2.2who is not a Failing Investor, or any Affiliate if one of the foregoing) in proportion to their respective Equity Commitments; (y) Principal Investors is a Failing Investor, and if any EC Investor accepts less than none or not all of such EC Investor’s pro rata portion of the a Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then accepted by the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Principal Investors (other than any Failing Investor) in such proportions, Non-Consenting Investor or EC Investor then the Principal Investors who declines to accept its full pro rata portion of are not Failing Investors, acting jointly, may offer such Failing Investor’s Commitment, or any Affiliate 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 foregoing) in such amounts as may be determined by the Requisite Investors; and (z) Principal Investors is required under this Agreement, if there remains any outstanding portion of such Non-Consenting Investor’s Commitment after the offer a Principal Investor 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 contrary contained herein, from and after the time an Investor becomes also a Failing Investor, the approval or consent of then 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 be a Failing Principal Investor and his, her for the purposes of such consent or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in fulldirection.

Consummation of the Transactions. Subject to Section 2.3.2(iv), in In the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 2.1 and Section 2.2) and the Requisite Investors determine to close the Merger, the Requisite Investors may may, acting jointly, terminate the participation in the Transactions of any Investor that does not (or whose Affiliate does not) fulfill fulfil its Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill fulfil its Commitment (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 failure or declination to fundfulfil its Commitment, which rights shall be as provided in Section 3.4 and Section 3.5 hereof(in addition to any rights of the Closing Investors or Parent pursuant to any other agreement). In the event the Requisite Investors terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Commitment shall first be offered to all the EC Investors Investor (other than any (a) unless the EC Investor is the Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity CommitmentsInvestor); (y) if any the EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, or if the EC Investor is the Failing Investor, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment will be offered to all other Investors (other than any Failing Investor, Non-Consenting Investor or any EC Investor who declines to accept its the full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts as may be jointly determined by the Requisite Investors; and (z) if there remains any outstanding portion of such Non-Consenting Failing Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion may be offered to new investors in such amounts as may be jointly determined by the Requisite Investors. Notwithstanding anything to the contrary contained herein, from and after the time an Investor becomes a Failing Investor, 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 a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in full.

Consummation of the Transactions. Subject to Section 2.3.2(iv), in 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, (subject to i) Parent may enforce the requirements obligation of any Failing Investors under its Equity Commitment Letter, and/or (ii) the Lead Investor, acting in Section 2.1 and Section 2.2) and the Requisite Investors determine to close the Mergerits sole discretion, the Requisite Investors may terminate the participation in the Transactions of any Financial Investor that does not (or whose Affiliate does not) fulfill fails to fund its Equity Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill fund its Equity Commitment, in each case pursuant to its Equity Commitment Letter (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 failure breach or declination to fundthreatened breach, which rights shall be exercised in the manner as provided in Section 3.4 Sections 2.4 and Section 3.5 2.5 hereof. In the event the Requisite Investors terminate Lead Investor terminates a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Equity Commitment shall first be offered to all EC Investors (other than any (a) Failing Investor the Lead Investor, and if none or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than not all of such EC Investor’s pro rata portion of the a Failing Investor’s Equity Commitment after offer is made pursuant to clause (x) aboveaccepted by the Lead Investor, then the Requisite Investors Lead Investor, in its sole discretion, may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting Investor or EC Investor who declines to accept its full pro rata portion of such Equity Commitment, or any Affiliate of portion thereof, to the foregoing) in such amounts as may be determined other Investors or to one or more new investors approved by the Requisite Investors; and (z) if there remains any outstanding portion of 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 Lead Investor in such amounts as may be determined by the Requisite Investorsits sole discretion. Notwithstanding anything to the contrary contained herein, from the Parties agree and after 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 (the “Potential Funding Failure”), it shall promptly notify the Lead Investor of such Potential Funding Failure. To the extent a Financial Investor notifies the Lead Investor of the Potential Funding Failure at a time an reasonably in advance of the Closing, such Financial Investor becomes will be offered a reasonable period of time to discuss and negotiate with the Lead Investor for alternative plans (including but not limited to alternative financing plans). For the avoidance of doubt, such Financial Investor will not be deemed a Failing Investor, a Breaching Investor (as defined below) or a Defaulting Investor (as defined below) solely due to the approval Potential Funding Failure if (A) 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 consent of such Failing Investor shall not be required for any purposes under this Agreement; provided, any Failing Investor that participates in prior to the Transactions as a result of the Closing Investors exercising their rights to seek specific performance Effective Time pursuant to Section 3.4 shall no longer the Equity Commitment Letter, and (B) such Financial Investor actually funds or causes to be deemed a Failing Investor and his, her funded its Equity Commitment at or prior to the Effective Time pursuant to its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Equity Commitment in fullLetter.

Consummation of the Transactions. Subject to Section 2.3.2(iv), in In the event that the Closing Conditions are satisfied or validly waived (subject in accordance with the terms of the Merger Agreement and this Agreement and Parent and Merger Sub are obliged to consummate the requirements Merger in Section 2.1 and Section 2.2) and accordance with the Requisite Investors determine to close the MergerMerger Agreement, the Requisite Investors (acting jointly) may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or 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 does not (or whose Affiliate does not) 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 (such obligations, the “Commitment” of such Investor) or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill its Commitment, in each case when required pursuant to its Equity Commitment Letter or 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 or its Affiliates, as applicable, with respect to such failure breach or declination to fundthreatened breach, which rights shall be exercised in the manner as provided in Section 3.4 2.4 and Section 3.5 2.5 hereof. In ; provided, further, the event Surviving Provisions shall survive the Requisite Investors terminate termination of this Agreement with regard to any Failing 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, (x) the . The amount of such any Failing Investor’s Equity Commitment or Rollover Commitment, as applicable, shall first be offered to all EC one or more Investors (other than any (a) Failing Investor and/or one or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting Investor or EC Investor who declines to accept its full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts more new investors as may be determined by all the Requisite Investors; and (z) if there remains any outstanding portion of 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 contrary contained herein, from and after the time an Investor becomes a Failing Investor, 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 a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in full.

Consummation of the Transactions. Subject Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by the Chairman Parties to Section 2.3.2(iv)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 (subject in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the requirements Merger in Section 2.1 and Section 2.2) and accordance with the Requisite Investors determine to close terms of the MergerMerger Agreement, the Requisite Investors may Chairman Parties shall have the right to terminate the participation in the Transactions of by any Investor that does not (or whose Affiliate does not) fulfill its Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill its Commitment 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 Chairman Parties against such Failing Sponsor or its Affiliates with respect to such breach or threatened breach. If the Chairman Parties terminate a Failing Sponsor’s participation in the Transactions pursuant to the immediately preceding sentence, then the Chairman Parties shall decide to offer one or more Sponsors or Additional Sponsors (as defined below) against such Failing Investor or its Affiliates, as applicable, with respect the opportunity to such failure or declination purchase the equity interest of Parent for the Transactions to fund, which rights shall be as provided in Section 3.4 and Section 3.5 hereof. In the event the Requisite Investors terminate a Failing Investor’s participation in the Transactions, (x) replace the amount of such Failing InvestorSponsor’s Commitment shall first be offered to all EC Investors (other than any (a) Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting Investor or 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 of 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 contrary contained herein, from and after the time an Investor becomes a Failing Investor, 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 a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in full.