Common use of Equity Commitments Clause in Contracts

Equity Commitments. (a) Parent shall be entitled to enforce, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the Founders, and with Key Investor Consent (as defined below), if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing.

Equity Commitments. (a) 1.2.1 Each Sponsor hereby affirms and agrees that it will direct its affiliated EC Investor to comply with, and that such EC Investor is bound by, the provisions set forth in its Equity Commitment Letter and will direct its EC Investor to take all actions within its power to comply with the terms of the Equity Commitment Letter subject to the conditions and limitations therein. Parent shall be entitled to enforce, and shall enforce, the obligation provisions of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with this Agreement and the terms of such Equity Commitment Letter, only if (i) acting at the direction of the Founders, and with Key Investor Consent (as defined below)Sponsors, if the Founders Sponsors jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 Section 7.01 and 6.02 7.03 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which or are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to the other obligations of funding under Section 2 of such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which or are capable of being satisfied at the Closing), except for any (ii) acting at the direction of the Sponsors, the Sponsors have jointly determined to waive all unsatisfied conditions that have been waived by under Section 7.01 and 7.03 of the applicable InvestorMerger Agreement and the Equity Commitment Letter, and (z) that the Closing is required to occur pursuant to Section 1.06 7 of the Merger Agreement or (iii) at the direction of the Company, under the specific circumstances and as specifically set forth in Section 7 of the Merger Agreement, or (ii) and as required by an order for specific performance issued by a court of competent jurisdiction provided in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to Letter, and provided that the Company does in fact so cause Parent to enforce such Equity Commitment Letter in accordance withprovisions. None of the Investors, and subject Parent, or Merger Sub shall attempt to the conditions of, such enforce any Equity Commitment Letter, until the conditions set forth in this Section 1.2 have been satisfied. For Subject to the avoidance of doubtpreceding sentence, the Investors Parent shall have no right to directly enforce (including seeking specific performance of) any of the Equity Commitment Letter against another InvestorLetters, and shall not attempt to do so, except in accordance with their respective terms and ratably among the EC Investors. If the Founders determine that it is appropriate Subject to reduce the aggregate Section 11 of its relevant Equity Commitment Letter, each EC Investor may (includingx) assign, sell-down or syndicate all or any part of its Equity Commitment to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of the relevant EC Investor, without limitation, in the event the Merger Consideration is reduced or as a result any consent of any of the other Investors (a “Permitted Syndication”), or (y) assign, sell-down or syndicate all or any part of its Equity Commitment to the other Sponsor, any Additional Rollover Agreement entered into Shareholder or holder of shares of the Company that agrees to become a Rollover Shareholder after the date hereof and of this Agreement or any Affiliate of the foregoing with the prior written consent of each Lead Investor (a “Permitted Shareholder Assignment”). Other than a Permitted Syndication or Permitted Shareholder Assignment, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to the Closing), then Parent may, with Key Investor Consent, reduce prior written consent of each of the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to ClosingLead Investors.

Equity Commitments. (a) 2.3.1. Each Investor hereby affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter or the Consortium Support Agreement, as applicable, with respect to its Equity Commitment or Rollover Commitment, as applicable, and that, as amongst the Investors and Parent, Parent shall be entitled to enforceenforce the Continuing Commitment only if, when and shall enforce, to the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only extent (i) directed by the Lead Investors (provided, that the Lead Investors shall not direct Parent to enforce its rights with respect to any Continuing Commitment until the Closing Conditions have been satisfied or validly waived as permitted hereunder and proceed with the Closing) or (ii) the Company is permitted to enforce the provisions of the Equity Commitment Letters and the Consortium Support Agreement under the specific circumstances and as specifically set forth therein and in Section 10.6 of the Merger Agreement and does in fact so cause Parent to enforce such provisions. Subject to the other provisions of this Section 2.3.1, Parent shall have no right to enforce any Continuing Commitment unless acting at the direction of the FoundersLead Investors as set forth above, and with Key no Investor Consent shall have any right to enforce any Continuing Commitment except the Lead Investors acting through Parent. Parent shall only enforce the Equity Commitment Letters and the Consortium Support Agreement ratably among the Continuing Investors party thereto. Notwithstanding anything herein to the contrary, a Majority-in-Interest of the Investors may direct Parent to enforce its rights under (as defined below)x) any Lead Investor’s Continuing Commitment and (y) in the event all of the Lead Investors are Failing Investors, any other Investor’s Continuing Commitment. Notwithstanding anything to the contrary in this Section 2.3, if the Founders jointly have, acting reasonably and Lead Investors determine that Parent does not require all of the Continuing Commitments in good faith, determined that (x) all conditions order to effect the Closing set forth satisfy its obligations in Sections 6.01 and 6.02 of full under the Merger Agreement (and to consummate the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at Transactions, then the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to Lead Investors may cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity amount of Continuing Commitments funded and or retained (as applicable) at the Closing to such extent, with any such reduction to be applied to each Continuing Investor by reducing the Commitment of each Continuing Investor (including, without limitation, including the Lead Investors) pro rata (in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior accordance with each such Continuing Investor’s Commitment relative to the ClosingCommitments of the other Continuing Investors determined without giving effect to such reduction), then Parent may, with Key and each Continuing Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice hereby agrees to such Investors prior to Closingreduction.

Equity Commitments. (a) Parent shall be entitled to enforce, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the Founders, and with Key Investor Consent (as defined below), if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent Xxxxxx and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing.