Negotiate Definitive Financing Agreements use reasonable best efforts to negotiate, execute and deliver definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”), provided, that such Definitive Financing Agreements shall not: (A) result in any reduction of the aggregate amount of the Debt Financing provided for in the Debt Commitment Letter (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter) to an amount that is less than the amount sufficient to consummate the Transactions and pay all fees and expenses contemplated hereby to be paid by the Parent and/or Merger Sub; (B) result in any expansion or imposition of new conditions or other contingencies to the receipt or funding of the Debt Financing; or (C) result in any amendment or modification of any such conditions or contingencies in a manner adverse to the Parent (including by making such conditions or contingencies less likely to be satisfied);
Negotiate Definitive Financing Agreements as promptly as practicable after the date hereof, use reasonable best efforts to negotiate, execute and deliver definitive agreements with respect to the Debt Financing (the "Definitive Financing Agreements"), provided, that such Definitive Financing Agreements shall not, without the prior written consent of Parent, and other than as set forth in this Section 6.13: (A) result in any reduction of the aggregate amount of the Debt Financing to an amount that, when combined with the amount of available cash and marketable securities, available lines of credit and other sources of immediately available funds, is below the amount required to consummate the transactions contemplated hereby and to pay all fees and expense contemplated hereby; (B) result in any expansion or imposition of new conditions or other contingencies to the receipt or funding of the Debt Financing in a manner that would reasonably be expected to have the effect of preventing, impeding, adversely affecting the likelihood of or delaying the Closing or making the funding of the Debt Financing less likely to occur; or (C) result in any amendment or modification of any such conditions or contingencies in a manner adversely affecting the ability of Buyer to consummate the transactions contemplated by this Agreement prior to the Buyer Termination Date;
Negotiate Definitive Financing Agreements as promptly as practicable after the date hereof, use reasonable best efforts to negotiate, execute and deliver definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”); provided, however, that such Definitive Financing Agreements shall not: (A) result in any reduction of the aggregate amount of the Debt Financing provided for in the Debt Commitment Letter (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter) to an amount that, when combined with other sources of liquidity and, solely with respect to the Required Use set forth in Section 5.4(a)(iii), the Closing CPI Shares, is less than an amount sufficient to pay the Required Uses; (B) result in any expansion or imposition of new conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Commitment Letter; or (C) result in any amendment or modification of any such conditions or contingencies in a manner adverse to Buyer (including by making such conditions or contingencies less likely to be satisfied).
