Common use of Equity Commitment Clause in Contracts

Equity Commitment. a. The Sponsor shall, at or prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent and pay, or cause to be paid, directly or indirectly through one or more intermediate entities, to Parent in immediately available funds an aggregate cash purchase price equal to US$325,355,325.00 (such amount, subject to adjustment pursuant to Section 1(b), the "Equity Commitment"), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of (x) the aggregate Exchange Fund required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement and fees and expenses incurred in connection with the Transactions, and (y) the Purchase Price (as defined in the Share Sale and Support Agreement) to be paid by Parent pursuant to and in accordance with the Share Sale and Support Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute or cause to be contributed more than the Equity Commitment to Parent and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. b. The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor or Affiliates of the Other Sponsors. The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Parent does not require an amount equal to the sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger and Parent's purchase of the PE Shares (as defined in the Share Sale and Support Agreement), including to fund the amounts described in sub-clauses (x) and (y) of Section 1(a) hereof, the amount of the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement (including the Debt Financing and/or Alternative Financing (if applicable)) and funded to Parent, for Parent and Merger Sub to consummate such transactions and fund such amounts.

Equity Commitment. a. The Sponsor shall, at or prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent and pay, or cause to be paid, directly or indirectly through one or more intermediate entities, to Parent in immediately available funds an aggregate cash purchase price equal to US$325,355,325.00 1,292,382,173.00 (such amount, subject to adjustment pursuant to Section 1(b), the "Equity Commitment"), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of (x) the aggregate Exchange Fund required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement and fees and expenses incurred in connection with the Transactions, and (y) the Purchase Price (as defined in the Share Sale and Support Agreement) to be paid by Parent pursuant to and in accordance with the Share Sale and Support Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute or cause to be contributed more than the Equity Commitment to Parent and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. b. The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor or Affiliates of the Other Sponsors. The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Parent does not require an amount equal to the sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger and Parent's purchase of the PE Shares (as defined in the Share Sale and Support Agreement), including to fund the amounts described in sub-clauses (x) and (y) of Section 1(a) hereof, the amount of the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement (including the Debt Financing and/or Alternative Financing (if applicable)) and funded to Parent, for Parent and Merger Sub to consummate such transactions and fund such amounts.

Equity Commitment. a. The Sponsor shall, at or prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent and pay, or cause to be paid, directly or indirectly through one or more intermediate entities, to Parent in immediately available funds an aggregate cash purchase price equal to US$325,355,325.00 468,447,111.00 (such amount, subject to adjustment pursuant to Section 1(b), the "Equity Commitment"), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of (x) the aggregate Exchange Fund required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement and fees and expenses incurred in connection with the Transactions, and (y) the Purchase Price (as defined in the Share Sale and Support Agreement) to be paid by Parent pursuant to and in accordance with the Share Sale and Support Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute or cause to be contributed more than the Equity Commitment to Parent and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. b. The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor or Affiliates of the Other Sponsors. The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Parent does not require an amount equal to the sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger and Parent's purchase of the PE Shares (as defined in the Share Sale and Support Agreement), including to fund the amounts described in sub-clauses (x) and (y) of Section 1(a) hereof, the amount of the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement (including the Debt Financing and/or Alternative Financing (if applicable)) and funded to Parent, for Parent and Merger Sub to consummate such transactions and fund such amounts.

Equity Commitment. a. The Sponsor shall, at or prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent and pay, or cause to be paid, directly or indirectly through one or more intermediate entities, to Parent in immediately available funds an aggregate cash purchase price equal to US$325,355,325.00 3,197,564.00 (such amount, subject to adjustment pursuant to Section 1(b), the "Equity Commitment"), which will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of (x) the aggregate Exchange Fund required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement and fees and expenses incurred in connection with the Transactions, and (y) the Purchase Price (as defined in the Share Sale and Support Agreement) to be paid by Parent pursuant to and in accordance with the Share Sale and Support Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute or cause to be contributed more than the Equity Commitment to Parent and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. b. The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor or Affiliates of the Other Sponsors. The Sponsor will not be under any obligation under any circumstances to contribute or cause to be contributed more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Parent does not require an amount equal to the sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger and Parent's purchase of the PE Shares (as defined in the Share Sale and Support Agreement), including to fund the amounts described in sub-clauses (x) and (y) of Section 1(a) hereof, the amount of the Equity Commitment to be funded under this letter agreement and the amount of the equity commitments of the Other Sponsors to be funded under the Other Sponsor Equity Commitment Letters shall be reduced by Parent on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement (including the Debt Financing and/or Alternative Financing (if applicable)) and funded to Parent, for Parent and Merger Sub to consummate such transactions and fund such amounts.