Common use of No Amendments to Commitment Letter Clause in Contracts

No Amendments to Commitment Letter. Parent will not (without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed) consent or agree to any amendment, replacement, supplement, or modification of, or any waiver of any provision or remedy pursuant to the Commitment Letter if such amendment, replacement, supplement, modification, or waiver would: (i) reduce the aggregate amount of the net proceeds of the Debt Financing to an amount that, together with Parent’s and Merger Sub’s cash on hand and cash equivalents on hand and any Escrowed Take-Out Financing Proceeds, would be less than the Required Amount; (ii) (x) impose new or additional conditions or otherwise expand, amend, or modify any of the conditions to the receipt of the Debt Financing or (y) expand, amend or modify any other terms to the Debt Financing in a manner that would reasonably be expected to: (A) delay or prevent the Closing Date, or (B) make the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, materially less likely to occur; or (iii) materially adversely impact the ability of Parent to enforce its rights against the other parties to the Commitment Letter or the Debt Financing definitive agreements (clauses (i), (ii) and (iii) collectively, the “Restricted Amendments”); provided, that Parent may (without the consent of the Company) amend, replace, supplement, modify, or waive the Commitment Letter to add lenders, arrangers, bookrunners, agents, managers, or other Debt Financing Sources that have not executed the Commitment Letter and amend titles, allocations, and the fee arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers, or Debt Financing Sources, if any such amendment would not reasonably be expected to result in a Restricted Amendment. Parent or Merger Sub shall promptly (and in any case, within five (5) Business Days) furnish to the Company a copy of any amendment, replacement, supplement, modification, or waiver relating to the Commitment Letter. For the avoidance of doubt, any reduction of the commitments for the Debt Financing that is automatic pursuant to the terms of the Commitment Letter shall not constitute a Restricted Amendment. Any reference in this Agreement to: (x) the “Debt Financing” will include the financing contemplated by the Commitment Letter as amended or modified, and (y) the “Commitment Letter” will include such document as so amended or modified. Parent acknowledges and agrees that it is not a condition to the Closing or to any of the other obligations under this Agreement that Parent obtain the Debt Financing, the Take-Out Financing or any other financing for or relating to the Merger or the other transactions contemplated by this Agreement.

No Amendments to Commitment Letter. Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub will not (without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed) consent or agree to permit any amendment, replacement, supplement, amendment or modification ofto be made to, or any waiver of any provision or remedy pursuant to to, the Commitment Letter if such amendment, replacement, supplement, modification, modification or waiver would: , or could reasonably be expected to, (i) reduce the aggregate amount of the net proceeds of the Debt Financing unless Parent or Merger Sub may draw upon an available revolving credit facility to fund an amount thatequal to such reduction, together with Parent’s and Merger Sub’s cash on hand and cash equivalents on hand and any Escrowed Take-Out Financing Proceeds, would be less than the Required Amount; (ii) (x) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Commitment Letter provided as of the date hereof) to the Financing, or otherwise expand, amend, amend or modify any of the conditions to the receipt of the Debt Financing or (y) expandFinancing, amend or modify any other terms to the Debt Financing in a manner that would reasonably be expected to: to (A) delay materially delay, prevent or prevent materially impede the Closing Dateconsummation of the Merger, or (B) make the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, materially less likely to occur; or occur in any material respect, (iii) materially and adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Commitment Letter or the Debt Financing definitive agreements with respect thereto or (clauses (i)iv) prevent, (ii) and (iii) collectively, impede or materially delay the “Restricted Amendments”); provided, that Parent may (without the consent consummation of the Company) amend, replace, supplement, modify, or waive the Commitment Letter to add lenders, arrangers, bookrunners, agents, managers, or other Debt Financing Sources that have not executed the Commitment Letter and amend titles, allocations, and the fee arrangements with respect Financing. In addition to the existing foregoing, Parent and additional lenders, arrangers, bookrunners, agents, managers, or Debt Financing Sources, if any such amendment would not reasonably be expected to result in a Restricted Amendment. Parent or Merger Sub shall promptly (and in any case, within five (5) Business Days) furnish not release or consent to the Company a copy of any amendment, replacement, supplement, modification, or waiver relating to the Commitment Letter. For the avoidance of doubt, any reduction of the commitments for the Debt Financing that is automatic pursuant to the terms termination of the Commitment Letter shall not constitute a Restricted Amendment. Any reference in this Agreement to: or of any individual lender under the Commitment Letter, except for (x) assignments and replacements of an individual lender under the “Debt Financing” will include terms of, and only in connection with, the financing contemplated by syndication of the Financing under the Commitment Letter, or (y) replacements of the Commitment Letter as amended or modified, and (y) the “Commitment Letter” will include such document as so amended or modified. Parent acknowledges and agrees that it is not a condition with alternative financing commitments pursuant to the Closing or to any of the other obligations under this Agreement that Parent obtain the Debt Financing, the Take-Out Financing or any other financing for or relating to the Merger or the other transactions contemplated by this AgreementSection 7.3(b).

No Amendments to Commitment Letter. Subject to the terms and conditions of this Agreement, Parent and Merger Sub will not (without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed) consent or agree to any amendment, replacement, supplement, or modification of, or any waiver of any provision or remedy pursuant to the Commitment Letter if such amendment, replacement, supplement, modification, or waiver would: (i) reduce the aggregate amount of the net proceeds of the Debt Financing to an amount that, together with Parent’s and Merger Sub’s cash on hand and cash equivalents on hand and any Escrowed Take-Out Financing Proceedshand, would be less than an amount reasonably required to consummate the Required AmountMerger and the other transactions contemplated by this Agreement; (ii) (x) impose new or additional conditions or otherwise expand, amend, or modify any of the conditions to the receipt of the Debt Financing or (y) expand, amend or modify any other terms to the Debt Financing in a manner that would reasonably be expected to: (A) delay or prevent the Closing Date, or (B) make the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, materially less likely to occur; or (iii) materially adversely impact the ability of Parent to enforce its rights against the other parties to the Commitment Letter or the Debt Financing definitive agreements (clauses (i), (ii) and (iii) collectively, the “Restricted Amendments”)agreements; provided, that Parent may (without the consent of the Company) amend, replace, supplement, modify, or waive the Commitment Letter Letter: (1) in accordance with any “market flex” provisions thereof, and (2) to add lenders, arrangers, bookrunners, agents, managers, or other Debt Financing Sources that have not executed the Commitment Letter and amend titles, allocations, and the fee arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers, or Debt Financing Sources, if any such amendment would not reasonably be expected to result in a Restricted Amendmentreduce the aggregate amount of the net proceeds of the Debt Financing to an amount that, together with Parent’s and Merger Sub’s cash on hand, would be less than an amount reasonably required to consummate the Merger and the other transactions contemplated by this Agreement or otherwise prevent or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. Parent or Merger Sub shall promptly (and in any case, within five (5) Business Days) furnish to the Company a copy of any amendment, replacement, supplement, modification, or waiver relating to the Commitment Letter. For the avoidance of doubt, any reduction of the commitments for the Debt Financing that is automatic pursuant to the terms of the Commitment Letter shall not constitute a Restricted Amendment. Any reference in this Agreement to: (x) the “Debt Financing” will include the financing contemplated by the Commitment Letter as amended or modified, and (y) the “Commitment Letter” will include such document as so amended or modified. Parent acknowledges and agrees that it is not a condition to the Closing or to any of the other obligations under this Agreement that Parent obtain the Debt Financing, the Take-Out Financing or any other financing for or relating to the Merger or the other transactions contemplated by this Agreement.

No Amendments to Commitment Letter. Parent Subject to the terms of this Section 6.03, Purchaser will not (without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed) consent or agree to permit any amendment, replacement, supplement, replacement or modification ofto be made to, or any waiver of any provision or remedy pursuant to to, the Commitment Letter without the Seller’s prior written consent if such amendment, replacement, supplement, modification, replacement or modification or waiver would: , or could reasonably be expected to, (i) reduce the aggregate amount of the net proceeds of the Debt Financing to an amount thatFinancing, together with Parent’s and Merger Sub’s cash on hand and cash equivalents on hand and any Escrowed Take-Out Financing Proceeds, would be less than the Required Amount; (ii) (x) impose new or additional conditions or otherwise expand, amend, (or modify any of the existing) conditions to the receipt of the Debt Financing on or (y) expand, amend or modify any other terms prior to the Debt Financing Closing Date in a manner that would reasonably be expected to: (A) to prevent, materially delay or prevent materially impede the Closing Date, or (B) make the timely funding consummation of the Debt Financing, Financing or the satisfaction transactions contemplated by this Agreement (in each case, giving effect to the availability of the conditions to obtaining the any Alternative Debt Financing, materially less likely to occur; ) or (iii) materially adversely impact the ability of Parent Purchaser to enforce its rights against the other parties to the Commitment Letter or the Debt Financing definitive agreements (each of clauses (i), (ii) and (iii) collectively), an “Adverse Effect on the “Restricted AmendmentsDebt Financing”); provided, it being understood that Parent may (without the consent of the Company) amend, replace, supplement, modify, amendments or waive joinders to the Commitment Letter to add lenders, arrangers, bookrunners, agents, managers, provide solely for the inclusion of additional “Lead Arrangers” or other Debt Financing Sources that have not executed “Commitment Parties” (and the corresponding reduction in commitments of the initial parties thereto) shall be expressly permitted (so long as the aggregate debt commitments under the Commitment Letter and amend titles, allocations, and the fee arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers, or Debt Financing Sources, if any such amendment would are not reasonably be expected to result in a Restricted Amendmentreduced). Parent or Merger Sub Purchaser shall promptly (and in any case, within five (5) Business Days) furnish deliver to the Company a copy copies (provided that the fee amounts, market flex provisions and other economic terms (none of which would adversely affect the amount or availability or the Debt Financing other than through original issue discount) may be redacted) of any such amendment, replacement, supplement, modification, supplement or other modification or waiver relating to of the Commitment Letter. For the avoidance of doubt, any reduction of the commitments for the Debt Financing that is automatic pursuant to the terms of the Commitment Letter shall not constitute a Restricted Amendment. Any reference in this Agreement to: (x) the “Debt Financing” will include the financing contemplated by the Commitment Letter as amended or modified, and (y) the “Commitment Letter” will include such document as so amended or modified. Parent acknowledges and agrees that it is not a condition to the Closing or to any of the other obligations under this Agreement that Parent obtain the Debt Financing, the Take-Out Financing or any other financing for or relating to the Merger or the other transactions contemplated by this Agreement.

No Amendments to Commitment Letter. Parent and Merger Sub will not, and will cause their respective Affiliates not to (without the prior written consent of the Company), which consent shall not be unreasonably withheld, conditioned, or delayed) consent or agree to to, or otherwise permit, any amendment, replacement, supplement, or modification of, or any waiver of any provision or remedy pursuant to under, the Commitment Letter if such amendment, replacement, supplement, modification, or waiver would: (i) reduce the aggregate amount of the net proceeds of the Debt Financing to an amount that, together with Parent’s and Merger Sub’s cash on hand and cash equivalents then available to Parent and Merger Sub and cash on hand and any Escrowed Take-Out Financing Proceedscash equivalents of the Company and its Subsidiaries reasonably expected to be available to Parent and Merger Sub at the Merger Closing, would be less than the Required Amount; (ii) (x) impose new or additional conditions or otherwise expand, amend, or modify any of the conditions to the receipt of the Debt Financing (as compared to those in such Commitment Letter as in effect on the date of this Agreement), (iii) would or (y) expand, amend or modify any other terms to the Debt Financing in a manner that would reasonably be expected to: (A) to prevent, impede or materially delay or prevent the Closing DateMerger Closing, or (B) make the timely funding of the Debt Financing, or the timely satisfaction of the conditions to obtaining the Debt Financing, materially less likely to occur; or (iii) materially adversely impact the ability of Parent or Merger Sub or any of their respective Affiliates to enforce its rights against the other parties to the Commitment Letter or the Debt Definitive Financing definitive agreements (clauses (i)Agreements relative to the ability of Parent and Merger Sub, (ii) and (iii) collectivelytheir respective Affiliates as applicable, to enforce their respective rights against such other parties to the “Restricted Amendments”)Commitment Letter as in effect on the date hereof or in the Definitive Financing Agreements; providedprovided that, that notwithstanding the foregoing, Parent and Merger Sub may (without the consent of the Company) amend, replace, supplement, modify, or waive the Commitment Letter Letter: (1) in accordance with the “market flex” provisions thereof, and (2) solely to add lenders, arrangers, bookrunners, agents, managers, or other Debt Financing Sources that have not executed the Commitment Letter and amend titles, allocations, and as of the fee arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers, or Debt Financing Sources, if any such amendment would not reasonably be expected to result in a Restricted Amendmentdate hereof as provided for therein. Parent or Merger Sub shall promptly (and in any case, within five (5) Business Days) furnish to the Company a copy of any amendment, replacement, supplement, modification, or waiver relating to the Commitment Letter. For the avoidance of doubt, any reduction of the commitments for the Debt Financing that is automatic pursuant to the terms of the Commitment Letter shall not constitute a Restricted Amendment. Any reference in this Agreement to: (x) the “Debt Financing” will include the financing contemplated by the Commitment Letter as so amended or modifiedmodified in accordance with the above, and (y) the “Commitment Letter” will include such document shall mean the Commitment Letter as so amended or modified. Parent acknowledges and agrees that it is not a condition to modified in accordance with the Closing or to any of the other obligations under this Agreement that Parent obtain the Debt Financing, the Take-Out Financing or any other financing for or relating to the Merger or the other transactions contemplated by this Agreementabove.