Common use of No Amendments to Commitment Letters Clause in Contracts

No Amendments to Commitment Letters. Subject to the terms and conditions of this Agreement, Parent and Kaseya Parent may agree to or permit any amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters and may obtain financing in substitution of all or a portion of the Third Party Financing, only so long as such amendment, modification, waiver or replacement would not, or would not reasonably be expected to, (i) reduce the net cash proceeds of the Third Party Financing, including any reduction in the aggregate principal amount of the Third Party Financing, such that the aggregate proceeds from the Third Party Financing (after taking into account amounts available under the Equity Financing) would not be sufficient to pay the Required Amount; (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing, in each case, in a manner that would reasonably be expected to prevent or materially delay the ability of Parent to consummate the Closing; or (iii) adversely impact the ability of Parent and Kaseya Parent (and the Company, with respect to the Equity Commitment Letters), to enforce its rights against the other parties to the Commitment Letters or otherwise to timely consummate the Transactions (it being understood that Parent and Kaseya Parent may amend any Commitment Letter related to the Third Party Financing to add lenders, investors, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed such Commitment Letters as of the date of this Agreement). Parent and Kaseya Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent or Kaseya Parent has become aware or any termination of the Commitment Letters. Upon request from the Company, Parent and Kaseya Parent shall keep the Company informed on a reasonably current basis of material developments relating to the Financing. Any reference in this Agreement to (1) the “Equity Financing” will include the financing contemplated by the Equity Commitment Letters as amended, supplemented or modified in compliance with this Section 6.4; and (2) “Equity Commitment Letter” will include such document as amended, supplemented or modified in compliance with this Section 6.4.

No Amendments to Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Kaseya Parent may agree to or Merger Sub will not permit any amendment, supplement amendment or other modification to be made to, or any waiver of any provision or remedy underpursuant to, or any termination or replacement of, any Commitment Letter or the Commitment Letters and may obtain financing in substitution of all or a portion of the Third Party Financing, only so long as Fee Letter if such amendment, modification, waiver waiver, termination or replacement would notwould, or would not reasonably be expected to, (i) reduce the net cash proceeds of the Third Party Financing, including any reduction in the aggregate principal amount of the Third Party Financing, such that the aggregate proceeds from the Third Party Financing (after taking into account amounts available under the Equity Financing) would not be sufficient to pay below the Required Financing Amount; (ii) impose new or additional conditions to the receipt of the Financing or otherwise expand, adversely amend or adversely modify any of the conditions to the receipt of the Financing or any other terms to the Financing, in each case, in a manner that would reasonably be expected to prevent or ; (iii) materially delay or prevent the ability of Parent to consummate the ClosingClosing Date; or (iiiiv) materially and adversely impact the ability of Parent and Kaseya Parent (and Parent, Merger Sub or the Company, with respect to the Equity Commitment Letters)as applicable, to enforce its rights against the other parties Guarantor under the Equity Commitment Letter or the ability of Parent and Merger Sub to enforce their rights under the Debt Commitment Letters or otherwise to timely consummate the Transactions Letter (it being understood that inter alia Parent and Kaseya Merger Sub may: (x) modify pricing and implement or exercise any of the “market flex” provisions exercised by the Financing Sources in accordance with the Debt Commitment Letter and (y) add additional Financing Sources (including in replacement of a Financing Source) of comparable creditworthiness to the Debt Commitment Letter (or all or a portion of the commitments may be assigned to new or existing Financing Sources of comparable creditworthiness) and reallocate commitments or assign or re-assign titles and roles to or among parties to the Debt Commitment Letter). Within two Business Days of receipt, Parent may amend and Merger Sub will provide the Company with copies of any amendment, modification, waiver, termination or replacement of any Commitment Letter related or Fee Letter made in accordance with this Section ‎6.5(a). In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (other than a breach by the Company of this Agreement which prevents the Closing) Parent will use its reasonable best efforts to (A) arrange alternative debt financing (the “Alternative Debt Financing”) from the same or alternative sources in an amount sufficient to pay the Required Financing Amount on terms and conditions taken as a whole (including any “market flex” provisions in the Fee Letter), that are not less favorable to Parent and Merger Sub in the good faith determination of Parent and (B) to obtain one or more new financing commitment letters with respect to such Alternative Debt Financing and Parent shall promptly provide the Company with a copy of such new financing commitment letters with respect to such Alternative Debt Financing (and any fee letter in connection therewith; provided, such fee letter may be redacted in a customary manner to omit the fee amounts, original issue discount, pricing caps and other economic terms and the “market flex” provisions thereof, none of which would adversely affect the conditionality or availability of the Debt Financing contemplated thereby or reduce the amount of the Debt Financing to be less than the Required Financing Amount); provided that in no event shall the reasonable best efforts of Parent be deemed or construed to require Parent to pay any fees, taken as a whole, in excess of those contemplated by the Debt Commitment Letter and Fee Letter as in effect on the date hereof (after giving effect to the Third Party Financing to add lenders, investors, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed such Commitment Letters as of the date of this Agreement). Parent and Kaseya Parent shall give the Company prompt notice operation of any material breach by any party to the Commitment Letters of which Parent “market flex” or Kaseya Parent has become aware or any termination of the Commitment Letters. Upon request from the Company, Parent and Kaseya Parent shall keep the Company informed on a reasonably current basis of material developments relating to the Financingsimilar provisions). Any reference in this Agreement to (1) the “Equity Financing” will include the financing contemplated by the Equity Commitment Letters as amended, supplemented modified, waived or modified replaced, and any Alternative Debt Financing obtained, in compliance with this Section 6.4; ‎6.5 and (2) the “Equity Commitment Letters” and the “Fee Letter” will include such document documents as amended, supplemented modified, waived or modified replaced, or any Alternative Debt Financing obtained, in compliance with this Section 6.4‎6.5. Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Financing, including promptly notifying the Company of the receipt by Parent or Merger Sub of any written notice or other written communication from any Financing Source with respect to any (i) breach or default which would permit any party to a Commitment Letter to terminate or modify its obligations thereunder, (ii) termination or repudiation by any party to a Commitment Letter or (iii) material dispute or disagreement among the parties to any Commitment Letter.

No Amendments to Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Kaseya Parent may agree to or Merger Sub will not permit any amendment, supplement amendment or other modification to be made to, or any waiver of any material provision or remedy underpursuant to, or any replacement of, the Commitment Letters and may obtain financing in substitution of all or a portion of the Third Party Financing, only so long as Fee Letter if such amendment, modification, waiver or replacement would notwould, or would not reasonably be expected to, (i) reduce the net cash proceeds of the Third Party Financing, including any reduction in the aggregate principal amount of the Third Party Financing, such that the aggregate proceeds from the Third Party Financing (after taking into account amounts available under the Equity Financing) would not be sufficient to pay below the Required AmountFinancing Amount (calculated net of the cash and cash equivalents of the Company and its Subsidiaries); (ii) impose new or additional conditions to the receipt of the Financing or otherwise expand, adversely amend or modify any of the conditions to the receipt of the Financing or any other terms to the Financing, in each case, in a manner that would reasonably be expected to prevent or (A) materially delay or prevent the ability Closing Date; or (B) make the timely funding of Parent the Financing, or the satisfaction of the conditions to consummate obtaining the ClosingFinancing, less likely to occur when required pursuant to the terms hereof; or (iii) materially and adversely impact the ability of Parent and Kaseya Parent (and Parent, Merger Sub or the Company, with respect to the Equity Commitment Letters)as applicable, to enforce its rights against the other parties Guarantor under the Equity Commitment Letter or the ability of Parent and Merger Sub to enforce their rights under the Debt Commitment Letters or otherwise to timely consummate the Transactions Letter (it being understood that inter alia Parent and Kaseya Parent may amend Merger Sub may: (x) modify pricing and implement or exercise any of the “market flex” provisions exercised by the Lenders in accordance with the Debt Commitment Letter related and (y) add additional lenders and Financing Sources (including in replacement of a Lender) to the Third Party Financing to add lenders, investors, lead arrangers, bookrunners, syndication agents Debt Commitment Letter (or other similar entities who had not executed such Commitment Letters as all or a portion of the date commitments may be assigned to new or existing lenders and Financing Sources) and reallocate commitments or assign or re-assign titles and roles to or among parties to the Debt Commitment Letter. Within two Business Days of this Agreement). receipt, Parent and Kaseya Parent shall give Merger Sub will provide the Company prompt notice with copies of any material breach by any party to amendment, modification, waiver or replacement of the Commitment Letters or Fee Letter made in accordance with this Section 6.5(a). In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (other than a breach by the Company of this Agreement which prevents or renders impracticable the consummation of the Financing) Parent will use its reasonable best efforts to (A) arrange alternative debt financing (the “Alternative Debt Financing”) from the same or alternative sources in an amount sufficient to pay the Required Financing Amount on terms and conditions taken as a whole (including any “market flex” provisions in the Fee Letter), that are not less favorable to Parent and Merger Sub or that are otherwise acceptable to Parent; and (B) to obtain one or more new financing commitment letters with respect to such Alternative Debt Financing and Parent shall promptly provide the Company with a copy of such new financing commitment letters with respect to such Alternate Debt Financing (and any fee letter in connection therewith; provided, such fee letter may be redacted to omit the fee amounts, original issue discount, pricing caps and other economic terms and the “market flex” provisions thereof, none of which Parent would adversely affect the amount, conditionality or Kaseya Parent has become aware or any termination availability of the Debt Financing contemplated thereby (other than through the operation of the original issue discount)); provided that in no event shall the reasonable best efforts of Parent be deemed or construed to require Parent to (A) pay any fees, taken as a whole, in excess of those contemplated by the Debt Commitment Letters. Upon request from Letter and Fee Letter as in effect on the Companydate hereof, Parent and Kaseya Parent shall keep or (B) agree to conditionality or economic terms of the Company informed on Alternative Debt Financing that taken as a reasonably current basis of material developments relating to whole are less favorable than those contemplated by the FinancingDebt Commitment Letter or the Fee Letter (including any flex provisions therein). Any reference in this Agreement to (1) the “Equity Financing” will include the financing contemplated by the Equity Commitment Letters as amended, supplemented modified, waived or modified replaced, and any Alternative Debt Financing obtained, in compliance with this Section 6.46.5; and (2) the “Equity Commitment LetterLetters” and the Fee Letter will include such document documents as amended, supplemented modified, waived or modified replaced, or any Alternative Debt Financing obtained, in compliance with this Section 6.46.5. Upon the reasonable request of the Company, Parent shall use reasonable best efforts to keep the Company reasonably informed of the status of its efforts to arrange the Financing, including promptly notifying the Company of the receipt by Parent or Merger Sub of any written notice or other written communication from any Financing Source with respect to any (i) breach or default which would permit any party to a Commitment Letter to terminate its obligations thereunder or (ii) any termination or repudiation by any party to a Commitment Letter, which termination or repudiation would result in Parent and Merger Sub not having the Required Financing Amount on the Closing Date.

No Amendments to Commitment Letters. Subject to the terms and conditions of this Agreement, and except as otherwise contemplated by Section 6.4(d), each of Parent and Kaseya Parent may Merger Sub will not (without the prior written consent of the Company) consent or agree to any termination, replacement, amendment or permit any amendment, supplement or other modification to be made to, or any waiver of any provision or remedy underof, the Commitment Letters and may obtain financing in substitution of all or a portion of the Third Party Financing, only so long as if such amendment, modificationreplacement, modification or waiver or replacement would not, or would not reasonably be expected to, (i) reduce the net cash proceeds aggregate amount of the Third Party Financing, including any reduction in by changing the aggregate principal amount of the Third Party fees to be paid or the original issue discount of the Financing, such to an amount that the aggregate proceeds from the Third Party Financing (after taking into account amounts available under the Equity Financing) would not be sufficient less than an amount that would be required to pay the Required Amount; (ii) impose new or additional conditions precedent to the Financing or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Financing or on the Closing Date in any other terms to the Financing, in each case, in a manner that would reasonably be expected to prevent prevent, impede or materially delay the ability timely consummation of Parent the Financing or the Merger or make the funding of the Financing (or satisfaction of the conditions to consummate obtaining the ClosingFinancing) less likely to occur; or (iii) adversely impact the ability of Parent and Kaseya Parent (and the Company, with respect to the Equity Commitment Letters), Merger Sub to enforce its rights against the other parties Parties to the Debt Commitment Letters or otherwise the definitive agreements with respect thereto or adversely impact the ability of Parent, Merger Sub or the Company to timely consummate enforce its rights against the Transactions other Parties to the Equity Commitment Letter or the definitive agreements with respect thereto or (it being understood iv) impose additional obligations on the Company, the Company’s Subsidiaries or Affiliates of the Company applicable to periods prior to the Effective Time; provided, that Parent and Kaseya Parent Merger Sub may amend any the Debt Commitment Letters and the Fee Letter related to the Third Party Financing to add lenders, investors, lead arrangers, bookrunners, syndication agents or other similar entities who had have not executed such the Debt Commitment Letters and the Fee Letter as of the date of this Agreement). Parent and Kaseya Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent or Kaseya Parent has become aware or any termination of the Commitment Letters. Upon request from the Company, Parent and Kaseya Parent shall keep the Company informed on a reasonably current basis of material developments relating to the Financing. Any reference in this Agreement to (1) the “Equity Financing” will include the financing contemplated by the Equity Debt Commitment Letters as amended, supplemented replaced or modified in compliance with this Section 6.4modified; and (2) “Equity Commitment Letter,” “Debt Commitment Letters” or “Commitment Letters” will include such document documents as amended, supplemented replaced or modified in compliance with this Section 6.4modified.

No Amendments to Commitment Letters. Subject Prior to the terms and conditions Closing, the Investor shall not, without the prior written consent of this Agreementthe Parent, Parent and Kaseya Parent may agree to to, or permit any withdrawal, rescindment, amendment, replacement, supplement or other modification to be made to, or any waiver of any provision or remedy pursuant to or consent under, any Commitment Letter or the Commitment Letters and may obtain financing in substitution of all or a portion of definitive agreements relating to the Third Party FinancingFinancing if such withdrawal, only so long as such rescindment, amendment, replacement, supplement, modification, consent or waiver or replacement would not, or would not reasonably be expected to, (i) reduce the net cash proceeds of the Third Party Financing, including any reduction in the aggregate principal amount of the Third Party Financing, such that the aggregate proceeds from the Third Party Financing (after taking into account amounts or the cash proceeds available under therefrom) below the Equity Financing) would not be sufficient amount required to pay consummate the Required Amounttransactions contemplated by this Agreement; (ii) impose new or additional conditions precedent to the Financing or otherwise expand, amend or modify any of the existing conditions to the receipt of the Financing; provided, that any such changes to the conditions precedent to the Financing shall be permitted to the extent such changes would not reasonably be expected to prevent or materially impair the Closing; (iii) expand, amend, or modify any other terms to the Financing, in each case, Financing in a manner that would reasonably be expected to prevent or materially delay impair the Closing and the funding of the amount of the Financing required to consummate the transactions contemplated by this Agreement; or (iv) adversely impact in any material respect the ability of Parent to consummate the Closing; or (iii) adversely impact the ability of Parent and Kaseya Parent (and the Company, with respect to the Equity Commitment Letters), Investor to enforce its rights against the other parties to the Commitment Letters or otherwise the definitive agreements with respect thereto (provided that (subject to timely consummate compliance with the Transactions (it being understood that Parent and Kaseya Parent other provisions of this Section 5.6(a)), the Investor may amend any the Debt Commitment Letter related to the Third Party Financing to (A) add additional lenders, investors, lead arrangers, bookrunners, syndication managers or agents or other similar entities who had that have not executed such the Debt Commitment Letters Letter as of the date of this Agreement)) or (B) increase the aggregate amount of the Debt Financing. Parent and Kaseya Parent shall give promptly furnish to the Company prompt notice true and complete copies of any material breach by any party amendment, replacement, supplement, modification, consent or waiver relating to the Commitment Letters of which Parent or Kaseya Parent has become aware or any termination of the Commitment Letters. Upon request from the Company, Parent and Kaseya Parent shall keep the Company informed on a reasonably current basis of material developments definitive agreements relating to the Financing. Any reference Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Agreement Section 5.6(a), references to (1) the “Equity Commitment Letters” and “Debt Commitment Letter” shall include such documents as permitted to be amended, supplemented or modified under this Section 5.6(a), and references to the “Financing” will and “Debt Financing” shall include the financing contemplated by the Equity Debt Commitment Letters Letter as permitted to be amended, supplemented or modified in compliance with under this Section 6.4; and (2) “Equity Commitment Letter” will include such document as amended, supplemented or modified in compliance with this Section 6.45.6(a).