Common use of Equity Commitment Letters Clause in Contracts

Equity Commitment Letters. (a) To the extent the aggregate amount of equity financing required to consummate the transactions contemplated by the Purchase Agreement is less than the aggregate amount contemplated by all of the Equity Commitment Letters, each of the Investors agrees that, if requested by the Lead Investors, the amount of such Investor’s commitment under its Equity Commitment Letter and Limited Guaranty (as applicable, the “Investor Commitment”) shall be reduced on a pro rata basis, in which event each Investor shall deliver an amended Equity Commitment Letter and Limited Guaranty (in replacement of its existing Equity Commitment Letter and Limited Guaranty) to reflect such reductions, provided that any such reductions shall be made in accordance with the Purchase Agreement. Additionally, the Lead Investors shall have the right to reduce and/or replace the Investor Commitment of an individual Investor if reasonably necessary to facilitate the receipt of any Governmental Approvals required to consummate the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, the Investment Commitment for an Investor may not be adjusted upwards without the prior written consent of such Investor. The percentage of the Investor Commitment of each Investor Commitment in relation to the Investor Commitments of all Investors shall be referred to as the “Allocation Percentage”. If additional funds are necessary to complete the Transaction, each Investor shall have the right, but not the obligation, to invest additional funds to maintain its then-existing Allocation Percentage, provided that any unsubscribed portion of such rights may be allocated to another Investor, and, to the extent the Investors fail to commit to all such needed additional funds, the Lead Investors shall have the right to admit one or more additional Investors to commit to such shortfall. (b) Each Investor hereby affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter unless and until the Lead Investors have determined pursuant to Section 2 that the conditions of Closing and the conditions to performance under such Equity Commitment Letter have been satisfied or validly waived as permitted hereunder. (c) All securities issued by Acquisition Entities at the Closing as contemplated by Annex B shall be issued to the Investors, directly or indirectly, pro rata in accordance with each Investor’s direct or indirect actual cash investment in Parent, other than any equity securities issued to management or to HFSG and certain of its affiliates (HFSG, together with such affiliates, “The Hartford”) in transactions contemplated by Section 5. (d) The Lead Investors will endeavor to keep the other Investors reasonably informed as to the anticipated Closing Date of the Transaction and shall also endeavor to provide copies of notices from regulators received pursuant to Section 7.04 of the Purchase Agreement to the extent such notices indicate an anticipated material delay in the closing of the Transaction (or, in the case of a particular Investor, shall provide copies of notices that are specifically directed at the involvement of such Investor in the Transaction). Without limiting the obligations under the Equity Commitment Letters, each Investor agrees that upon the request of the Lead Investors (on no less than five business days’ notice), such Investor will fund its Investor Commitment into an escrow account in advance of the Closing, with such amount to be returned to such Investor if the closing of the Transaction does not occur within 30 days of the date such Commitment is required to be deposited into escrow. Withdrawals from the escrow account shall be permitted only to fund the payment of the Purchase Price under the Purchase Agreement, for any refunds required by the immediately preceding sentence or to refund any amounts held to Investors in the case that the Transaction closes with a reduced Purchase Price and Investors’ Commitments have not previously been reduced accordingly.

Equity Commitment Letters. (a) To Purchaser acknowledges and agrees that Purchaser’s performance of its obligations under this Agreement is not in any way contingent upon the extent availability of financing to Purchaser. (b) Purchaser has furnished Seller Representative with true, complete and correct copies as of the aggregate date of this Agreement of the executed commitment letter, dated as of the date of this Agreement, among Purchaser and Lone Star Fund IX (U.S.), L.P. (the “Equity Financing Source”) (including all exhibits, schedules, annexes and amendments, restatements, supplements, replacements or other modifications thereto, the “Equity Commitment Letters”), pursuant to which the Equity Financing Source has committed, subject to the terms and conditions set forth therein, to invest the cash amount set forth therein (the “Equity Financing”). As of the date hereof, none of the Equity Commitment Letters previously delivered to the Seller Representative has been amended or modified, and the respective commitments contained in the Equity Commitment Letters have not been withdrawn or rescinded in any respect. As of the date hereof, there are no side letters or other Contracts to which Purchaser is a party related to the funding or investing, as applicable, of the full amount of the Equity Financing other than to which the Sellers are a party or as expressly set forth in the Equity Commitment Letters (other than customary engagement letters, fee letters, side letters and ancillary agreements none of which adversely affect the amount or conditionality of the Equity Financing), and there are no conditions precedent related to the funding of the full amount of the Equity Financing other than as may be set forth in any letter to which the Sellers are a party or the Equity Commitment Letters, as applicable. The Equity Commitment Letters are (i) legal, valid and binding obligations of Purchaser and the other parties thereto, as applicable and (ii) enforceable in accordance with their respective terms against Purchaser and the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject to general principles of equity financing (regardless of whether enforcement is sought in a proceeding at law or in equity). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both would reasonably be expected to constitute a default or breach on the part of Purchaser or the other parties to the Equity Commitment Letters, as applicable. All commitments and other fees required to consummate be paid by Purchaser under the transactions Equity Commitment Letters prior to the date of this Agreement have been paid in full. The amount of funds contemplated by to be provided pursuant to the Purchase Agreement is less than Equity Commitment Letters, when and if funded in accordance with the aggregate amount contemplated by all terms and conditions of the Equity Commitment Letters, each together with available cash of Purchaser, will be sufficient to (a) pay the Investors agrees that, if requested by the Lead Investors, the amount of such Investor’s commitment under its Equity Commitment Letter and Limited Guaranty (as applicable, the “Investor Commitment”) shall be reduced on a pro rata basis, in which event each Investor shall deliver an amended Equity Commitment Letter and Limited Guaranty (in replacement of its existing Equity Commitment Letter and Limited Guaranty) to reflect such reductions, provided that any such reductions shall be made in accordance with the Purchase Agreement. Additionally, the Lead Investors shall have the right to reduce and/or replace the Investor Commitment of an individual Investor if reasonably necessary to facilitate the receipt of any Governmental Approvals amounts required to consummate be paid at Closing and (b) pay any and all fees and expenses required to be paid by Purchaser at the Closing under this Agreement in connection with the transactions contemplated by this Agreement, including the Purchase Agreement. For the avoidance of doubt, the Investment Commitment for an Investor may not be adjusted upwards without the prior written consent of such Investor. The percentage of the Investor Commitment of each Investor Commitment in relation to the Investor Commitments of all Investors shall be referred to as the “Allocation Percentage”. If additional funds are necessary to complete the Transaction, each Investor shall have the right, but not the obligation, to invest additional funds to maintain its then-existing Allocation Percentage, provided that any unsubscribed portion of such rights may be allocated to another Investor, and, to the extent the Investors fail to commit to all such needed additional funds, the Lead Investors shall have the right to admit one or more additional Investors to commit to such shortfall. (b) Each Investor hereby affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter unless and until the Lead Investors have determined pursuant to Section 2 that the conditions of Closing and the conditions to performance under such Equity Commitment Letter have been satisfied or validly waived as permitted hereunder. (c) All securities issued by Acquisition Entities at Financing on the Closing as contemplated by Annex B shall be issued to the Investors, directly or indirectly, pro rata in accordance with each Investor’s direct or indirect actual cash investment in Parent, other than any equity securities issued to management or to HFSG and certain of its affiliates (HFSG, together with such affiliates, “The Hartford”) in transactions contemplated by Section 5Date. (d) The Lead Investors will endeavor to keep the other Investors reasonably informed as to the anticipated Closing Date of the Transaction and shall also endeavor to provide copies of notices from regulators received pursuant to Section 7.04 of the Purchase Agreement to the extent such notices indicate an anticipated material delay in the closing of the Transaction (or, in the case of a particular Investor, shall provide copies of notices that are specifically directed at the involvement of such Investor in the Transaction). Without limiting the obligations under the Equity Commitment Letters, each Investor agrees that upon the request of the Lead Investors (on no less than five business days’ notice), such Investor will fund its Investor Commitment into an escrow account in advance of the Closing, with such amount to be returned to such Investor if the closing of the Transaction does not occur within 30 days of the date such Commitment is required to be deposited into escrow. Withdrawals from the escrow account shall be permitted only to fund the payment of the Purchase Price under the Purchase Agreement, for any refunds required by the immediately preceding sentence or to refund any amounts held to Investors in the case that the Transaction closes with a reduced Purchase Price and Investors’ Commitments have not previously been reduced accordingly.

Equity Commitment Letters. (a) To Subject to the extent the aggregate amount terms and conditions of equity financing required to consummate the transactions contemplated by the Purchase Agreement is less than the aggregate amount contemplated by all of the Equity Commitment Lettersthis Agreement, each of the Investors agrees that, if requested by the Lead Investors, the amount of such Investor’s commitment under its Equity Commitment Letter Parent and Limited Guaranty Merger Sub (as applicable, the “Investor Commitment”) shall be reduced on a pro rata basis, in which event each Investor shall deliver an amended Equity Commitment Letter and Limited Guaranty (in replacement of its existing Equity Commitment Letter and Limited Guaranty) to reflect such reductions, provided that any such reductions shall be made in accordance with the Purchase Agreement. Additionally, the Lead Investors shall have the right to reduce and/or replace the Investor Commitment of an individual Investor if reasonably necessary to facilitate the receipt of any Governmental Approvals required to consummate the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, the Investment Commitment for an Investor may not be adjusted upwards without the prior written consent of the Company) shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letters if such Investoramendment, modification or waiver would reasonably be expected to (i) impose new or additional conditions or other terms; or (ii) otherwise expand, amend or modify any of the conditions to the receipt of the equity financing pursuant to the Equity Commitment Letters or any other terms to the Equity Commitments in a manner that, in each case, would reasonably be expected to (A) delay in any material respect or prevent the anticipated Closing Date; or (B) make the timely funding of the Equity Commitments, or the satisfaction of the Financing Conditions, less likely to occur; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Equity Commitment Letters. Any reference in this Agreement to “Equity Commitment Letter” shall include such documents as amended or modified in compliance with this Section 7.14. The percentage of Company hereby acknowledges and agrees that the Investor Commitment of each Investor Commitment in relation amendments to the Investor Commitments Equity Commitment Letters entered into on the date of all Investors shall be referred to as this Amended and Restated Agreement are in compliance with the “Allocation Percentage”. If additional funds are necessary to complete the Transactionterms of this Agreement, each Investor shall have the right, but not the obligation, to invest additional funds to maintain its then-existing Allocation Percentage, provided that any unsubscribed portion of such rights may be allocated to another Investor, and, to the extent the Investors fail to commit to all such needed additional funds, the Lead Investors shall have the right to admit one or more additional Investors to commit to such shortfallincluding this Section 7.14. (b) Each Investor hereby affirms Subject to the terms and agrees that it is bound by conditions of this Agreement, Parent shall use commercially reasonable efforts to (i) take (or cause to be taken) all actions and (ii) do (or cause to be done) all things, in each case, necessary, proper and advisable to obtain the provisions set forth Equity Commitments on the terms and conditions described in its the Equity Commitment Letter. Parent shall not attempt Letters, including by using commercially reasonable efforts to enforce any (A) maintain in effect the Equity Commitment Letter unless and until the Lead Investors have determined pursuant to Section 2 that the conditions of Closing and the conditions to performance under such Equity Commitment Letter have been satisfied or validly waived as permitted hereunder. (c) All securities issued by Acquisition Entities at the Closing as contemplated by Annex B shall be issued to the Investors, directly or indirectly, pro rata Letters in accordance with each Investor’s direct or indirect actual cash investment in Parent, other than any equity securities issued to management or to HFSG the terms and certain of its affiliates (HFSG, together with such affiliates, “The Hartford”) in transactions contemplated by Section 5. (d) The Lead Investors will endeavor to keep the other Investors reasonably informed as subject to the anticipated Closing Date of the Transaction and shall also endeavor to provide copies of notices from regulators received pursuant to Section 7.04 of the Purchase Agreement to the extent such notices indicate an anticipated material delay in the closing of the Transaction conditions thereof; (or, in the case of a particular Investor, shall provide copies of notices that are specifically directed at the involvement of such Investor in the Transaction). Without limiting the B) comply with its obligations under the Equity Commitment Letters; (C) satisfy on a timely basis all conditions to funding that are applicable to Parent and Merger Sub in the Equity Commitment Letters that are within its control; and (D) comply with its obligations pursuant to the Equity Commitment Letters. (c) Parent and Merger Sub must give the Company prompt notice (to the extent of its knowledge thereof): (i) of any breach (or breach threatened in writing) or default (or any event or circumstance that, each Investor agrees that upon with or without notice or lapse of time, or both, could reasonably be expected to give rise to any breach or default) by any party to the request Equity Commitment Letters; and (ii) of the Lead Investors receipt by Parent or Merger Sub of any written notice or other communication from any party to the Equity Commitment Letters with respect to any (on no less than five business days’ noticeA) actual or potential breach (or threatened breach), such Investor will fund its Investor default, termination or repudiation by any party to the Equity Commitment into an escrow account in advance Letters, or (B) dispute or disagreement between or among any parties to the Equity Commitment Letters that would reasonably be likely to lead to Parent or Merger Sub not obtaining all of the Closing, with such amount Equity Commitments. Parent will provide any information reasonably requested by the Company relating to be returned to such Investor if the closing any of the Transaction does not occur within 30 days of circumstances referred to in the previous sentence as soon as reasonably practical (but in any event with two Business Days) after the date such Commitment is required to be deposited into escrow. Withdrawals from the escrow account shall be permitted only to fund the payment of the Purchase Price under the Purchase Agreement, for any refunds required by the immediately preceding sentence or to refund any amounts held to Investors in the case that the Transaction closes with Company delivers a reduced Purchase Price and Investors’ Commitments have not previously been reduced accordinglywritten follow-up request therefor to Parent in response to a notice provided by Parent pursuant to this Section 7.14(c).

Equity Commitment Letters. (a) To Subject to the extent the aggregate amount terms and conditions of equity financing required to consummate the transactions contemplated by the Purchase Agreement is less than the aggregate amount contemplated by all of the Equity Commitment Lettersthis Agreement, each of the Investors agrees that, if requested by the Lead Investors, the amount of such Investor’s commitment under its Equity Commitment Letter Parent and Limited Guaranty Merger Sub (as applicable, the “Investor Commitment”) shall be reduced on a pro rata basis, in which event each Investor shall deliver an amended Equity Commitment Letter and Limited Guaranty (in replacement of its existing Equity Commitment Letter and Limited Guaranty) to reflect such reductions, provided that any such reductions shall be made in accordance with the Purchase Agreement. Additionally, the Lead Investors shall have the right to reduce and/or replace the Investor Commitment of an individual Investor if reasonably necessary to facilitate the receipt of any Governmental Approvals required to consummate the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, the Investment Commitment for an Investor may not be adjusted upwards without the prior written consent of the Company) shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letters if such Investor. The percentage amendment, modification or waiver would reasonably be expected to (i) impose new or additional conditions or other terms; or (ii) otherwise expand, amend or modify any of the Investor Commitment of each Investor Commitment in relation conditions to the Investor receipt of the equity financing pursuant to the Equity Commitment Letters or any other terms to the Equity Commitments in a manner that, in each case, would reasonably be expected to (A) delay in any material respect or prevent the anticipated Closing Date; or (B) make the timely funding of all Investors shall be referred the Equity Commitments, or the satisfaction of the Financing Conditions, less likely to occur; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as the “Allocation Percentage”. If additional funds are necessary to complete the Transaction, each Investor shall have the right, but not the obligationapplicable, to invest additional funds to maintain enforce its then-existing Allocation Percentage, provided that any unsubscribed portion of such rights may be allocated to another Investor, and, against the other parties to the extent the Investors fail Equity Commitment Letters. Any reference in this Agreement to commit to all “Equity Commitment Letter” shall include such needed additional funds, the Lead Investors shall have the right to admit one documents as amended or more additional Investors to commit to such shortfallmodified in compliance with this Section 7.14. (b) Each Investor hereby affirms Subject to the terms and agrees that it is bound by conditions of this Agreement, Parent shall use commercially reasonable efforts to (i) take (or cause to be taken) all actions and (ii) do (or cause to be done) all things, in each case, necessary, proper and advisable to obtain the provisions set forth Equity Commitments on the terms and conditions described in its the Equity Commitment Letter. Parent shall not attempt Letters, including by using commercially reasonable efforts to enforce any (A) maintain in effect the Equity Commitment Letter unless and until the Lead Investors have determined pursuant to Section 2 that the conditions of Closing and the conditions to performance under such Equity Commitment Letter have been satisfied or validly waived as permitted hereunder. (c) All securities issued by Acquisition Entities at the Closing as contemplated by Annex B shall be issued to the Investors, directly or indirectly, pro rata Letters in accordance with each Investor’s direct or indirect actual cash investment in Parent, other than any equity securities issued to management or to HFSG the terms and certain of its affiliates (HFSG, together with such affiliates, “The Hartford”) in transactions contemplated by Section 5. (d) The Lead Investors will endeavor to keep the other Investors reasonably informed as subject to the anticipated Closing Date of the Transaction and shall also endeavor to provide copies of notices from regulators received pursuant to Section 7.04 of the Purchase Agreement to the extent such notices indicate an anticipated material delay in the closing of the Transaction conditions thereof; (or, in the case of a particular Investor, shall provide copies of notices that are specifically directed at the involvement of such Investor in the Transaction). Without limiting the B) comply with its obligations under the Equity Commitment Letters; (C) satisfy on a timely basis all conditions to funding that are applicable to Parent and Merger Sub in the Equity Commitment Letters that are within its control; and (D) comply with its obligations pursuant to the Equity Commitment Letters. (c) Parent and Merger Sub must give the Company prompt notice (to the extent of its knowledge thereof): (i) of any breach (or breach threatened in writing) or default (or any event or circumstance that, each Investor agrees that upon with or without notice or lapse of time, or both, could reasonably be expected to give rise to any breach or default) by any party to the request Equity Commitment Letters; and (ii) of the Lead Investors receipt by Parent or Merger Sub of any written notice or other communication from any party to the Equity Commitment Letters with respect to any (on no less than five business days’ noticeA) actual or potential breach (or threatened breach), such Investor will fund its Investor default, termination or repudiation by any party to the Equity Commitment into an escrow account in advance Letters, or (B) dispute or disagreement between or among any parties to the Equity Commitment Letters that would reasonably be likely to lead to Parent or Merger Sub not obtaining all of the Closing, with such amount Equity Commitments. Parent will provide any information reasonably requested by the Company relating to be returned to such Investor if the closing any of the Transaction does not occur within 30 days of circumstances referred to in the previous sentence as soon as reasonably practical (but in any event with two Business Days) after the date such Commitment is required to be deposited into escrow. Withdrawals from the escrow account shall be permitted only to fund the payment of the Purchase Price under the Purchase Agreement, for any refunds required by the immediately preceding sentence or to refund any amounts held to Investors in the case that the Transaction closes with Company delivers a reduced Purchase Price and Investors’ Commitments have not previously been reduced accordinglywritten follow-up request therefor to Parent in response to a notice provided by Parent pursuant to this Section 7.14(c).

Equity Commitment Letters. (a) To Subject to the extent the aggregate amount terms and conditions of equity financing required to consummate the transactions contemplated by the Purchase Agreement is less than the aggregate amount contemplated by all of the Equity Commitment Lettersthis Agreement, each of the Investors agrees that, if requested by the Lead Investors, the amount of such Investor’s commitment under its Equity Commitment Letter Parent and Limited Guaranty Merger Sub (as applicable, the “Investor Commitment”) shall be reduced on a pro rata basis, in which event each Investor shall deliver an amended Equity Commitment Letter and Limited Guaranty (in replacement of its existing Equity Commitment Letter and Limited Guaranty) to reflect such reductions, provided that any such reductions shall be made in accordance with the Purchase Agreement. Additionally, the Lead Investors shall have the right to reduce and/or replace the Investor Commitment of an individual Investor if reasonably necessary to facilitate the receipt of any Governmental Approvals required to consummate the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, the Investment Commitment for an Investor may not be adjusted upwards without the prior written consent of the Company) shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letters if such Investoramendment, modification or waiver would reasonably be expected to (i) impose new or additional conditions or other terms; or (ii) otherwise expand, amend or modify any of the conditions to the receipt of the equity financing pursuant to the Equity Commitment Letters or any other terms to the Equity Commitments in a manner that, in each case, would reasonably be expected to (A) delay in any material respect or prevent the anticipated Closing Date; or (B) make the timely funding of the Equity Commitments, or the satisfaction of the Financing Conditions, less likely to occur; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Equity Commitment Letters. Any reference in this Agreement to “Equity Commitment Letter” shall include such documents as amended or modified in compliance with this Section 7.14. The percentage of Company hereby acknowledges and agrees that the Investor Commitment of each Investor Commitment in relation amendments to the Investor Commitments Equity Commitment Letters entered into on the date of all Investors shall be referred to as this Amended and Restated Agreement are in compliance with the “Allocation Percentage”. If additional funds are necessary to complete the Transactionterms of this Agreement, each Investor shall have the right, but not the obligation, to invest additional funds to maintain its then-existing Allocation Percentage, provided that any unsubscribed portion of such rights may be allocated to another Investor, and, to the extent the Investors fail to commit to all such needed additional funds, the Lead Investors shall have the right to admit one or more additional Investors to commit to such shortfallincluding this Section 7.14. (b) Each Investor hereby affirms Subject to the terms and agrees that it is bound by conditions of this Agreement, Parent shall use commercially reasonable efforts to (i) take (or cause to be taken) all actions and (ii) do (or cause to be done) all things, in each case, necessary, proper and advisable to obtain the provisions set forth Equity Commitments on the terms and conditions described in its the Equity Commitment Letter. Parent shall not attempt Letters, including by using commercially reasonable efforts to enforce any (A) maintain in effect the Equity Commitment Letter unless and until the Lead Investors have determined pursuant to Section 2 that the conditions of Closing and the conditions to performance under such Equity Commitment Letter have been satisfied or validly waived as permitted hereunder. (c) All securities issued by Acquisition Entities at the Closing as contemplated by Annex B shall be issued to the Investors, directly or indirectly, pro rata Letters in accordance with each Investor’s direct or indirect actual cash investment in Parent, other than any equity securities issued to management or to HFSG the terms and certain of its affiliates (HFSG, together with such affiliates, “The Hartford”) in transactions contemplated by Section 5. (d) The Lead Investors will endeavor to keep the other Investors reasonably informed as subject to the anticipated Closing Date of the Transaction and shall also endeavor to provide copies of notices from regulators received pursuant to Section 7.04 of the Purchase Agreement to the extent such notices indicate an anticipated material delay in the closing of the Transaction conditions thereof; (or, in the case of a particular Investor, shall provide copies of notices that are specifically directed at the involvement of such Investor in the Transaction). Without limiting the B) comply with its obligations under the Equity Commitment Letters, each Investor agrees ; (C) satisfy on a timely basis all conditions to funding that upon the request of the Lead Investors (on no less than five business days’ notice), such Investor will fund its Investor Commitment into an escrow account in advance of the Closing, with such amount are applicable to be returned to such Investor if the closing of the Transaction does not occur within 30 days of the date such Commitment is required to be deposited into escrow. Withdrawals from the escrow account shall be permitted only to fund the payment of the Purchase Price under the Purchase Agreement, for any refunds required by the immediately preceding sentence or to refund any amounts held to Investors Parent and Merger Sub in the case Equity Commitment Letters that are within its control; and (D) comply with its obligations pursuant to the Transaction closes with a reduced Purchase Price and Investors’ Commitments have not previously been reduced accordinglyEquity Commitment Letters.