Common use of No Amendments to Financing Commitment Letters Clause in Contracts

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Merger Subsidiary will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Commitment Letters if such amendment, modification or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amount) or reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Debt Commitment Letters provided as of the Agreement Date) to the Financing, or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, in a manner that would reasonably be expected to (A) delay, prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any respect, or (iii) adversely impact the ability of Parent, Merger Subsidiary or the Company, as applicable, to enforce its rights against the other parties to the Financing Commitment Letters or the definitive agreements with respect thereto. In addition to the foregoing, Parent shall not release or consent to the termination of the Debt Commitment Letters or of any individual lender under the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters, or (y) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.9(c).

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent Newco and Merger Subsidiary Sub will not (without the prior written consent of the Company) permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Commitment Letters if such amendment, modification or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amountamount or the representations in Section 4.9(c) (as though made at the time of the effectuation of such amendment, modification, supplement or replacement) shall remain true and correct after taking into account such reduction) or reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Debt Commitment Letters Letter provided as of the Agreement Datedate hereof) to the Financing, or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, in a manner that would reasonably be expected to (A) delay, prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any respect, or (iii) adversely impact the ability of ParentNewco, Merger Subsidiary Sub or the Company, as applicableCompany (solely with respect to the Equity Commitment Letter), to enforce its rights against the other parties to the Financing Commitment Letters or the definitive agreements with respect thereto. In addition to the foregoing, Parent Newco shall not release or consent to the termination of the Debt Commitment Letters or of any individual lender under the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters, or (y) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.9(c7.3(c).

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Merger Subsidiary Sub will not (without the prior written consent of the Company) permit any amendment or modification (including an amendment or modification effected by way of side letter) to be made to, or any waiver of any provision or remedy pursuant to, the Financing Commitment Letters if such amendment, modification or waiver would, would or would could reasonably be expected to, (i) reduce either the aggregate amount of or the net proceeds to Parent from the Debt Financing (unless the Equity Financing is increased by an equivalent amountamount or the representations in Section 6.7(d) (as though made at the time of the effectuation of such amendment, modification, supplement or replacement) shall remain true and correct after taking into account such reduction) or reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms precedent (except in connection with any “market flex” terms provisions contained in the Debt Commitment Letters provided Letter made available to the Company as of the Agreement Datedate of this Agreement) to the Financing, or otherwise expand, amend or modify any of the conditions to the receipt funding of the Financing, in a manner that would would, or could reasonably be expected to (A) delay, delay or prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, Financing less likely to occur in any respect, or (iii) adversely impact the ability of Parent, Merger Subsidiary Sub or the Company, as applicableCompany (solely with respect to the Equity Commitment Letter), to enforce its rights against the other parties to the Financing Commitment Letters or the definitive agreements with respect theretothereto (provided that, each of Parent and Merger Sub may, without the prior written consent of the Company, amend or modify the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement). In addition to the foregoing, Parent shall not release or consent to the termination of the Debt Commitment Letters or of any individual lender under the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters, or (y) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.9(c7.13(c).

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent Newco and Merger Subsidiary Sub will not permit any assignment of the Financing Commitment Letters, or any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Commitment Letters if such assignment, amendment, modification or waiver would, or would could reasonably be expected to, (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amount) or reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Debt Commitment Letters provided as of the Agreement Date) to the Financing, Financing or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, in a manner that would reasonably be expected to (A) delay, prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any respect, or (iii) adversely impact the ability of Parent, Newco or Merger Subsidiary or the Company, as applicable, Sub to enforce its rights against the other parties to the Financing Commitment Letters Letters, or (iv) prevent, impede or materially delay the definitive agreements with respect theretoconsummation of the Financing. In addition to the foregoing, Parent Newco and Merger Sub shall not release or consent to the termination of the Debt Commitment Letters or of any individual lender under in accordance with the terms of the Debt Commitment LettersLetters or release any commitment in connection with the appointment of the Additional Lead Arrangers under Section 2 of the Debt Commitment Letters prior to the first to occur of the Closing and the expiration of the Debt Commitment Letters in accordance with their terms, except for (x) for assignments and replacements of an individual a lender under the terms of, and only in connection with, the syndication in connection with the funding and Closing of the Debt Financing under the Debt Commitment Letters, or (y) for replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.9(c)7.3(c) or (z) with the prior written consent of the Company.

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each neither Parent nor the Merger Sub will, without the prior written consent of Parent and Merger Subsidiary will not the Company, permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Debt Commitment Letters if such amendment, modification or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amount) or reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Debt Commitment Letters Letter provided as of the Agreement Datedate hereof) to the Debt Financing, or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing, in a manner that would reasonably be expected to (A) delay, prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, less likely to occur in any respect, or (iii) adversely impact the ability of Parent, Merger Subsidiary Parent or the Company, as applicableMerger Sub, to enforce its rights against the other parties to the Financing Debt Commitment Letters or the definitive agreements with respect thereto. In addition to the foregoing, Parent shall will not release or consent to the termination of the Debt Commitment Letters or of any individual lender under the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters, or (y) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.9(c7.2(b).

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent Newco and Merger Subsidiary Sub will not permit any assignment of the Financing Commitment Letters, or any amendment or modification (including an amendment or modification effected by way of a side letter) (it being agreed that any Alternate Debt Financing shall not be deemed to be an amendment or modification) to be made to, or any waiver of any provision or remedy pursuant to, the Financing Commitment Letters if such amendment, modification or waiver would, or would could reasonably be expected to, (i) reduce (other than pursuant to the “flex” provisions of the Debt Commitment Letter) the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amount) or reduce the aggregate amount of the Equity FinancingFinancing such that they aggregate an amount below the Required Amount (after giving effect to other available sources of cash), (ii) adversely impact the ability of any of Newco, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Debt Commitment Letters or the definitive agreements with respect thereto, (iii) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Debt Commitment Letters provided as of the Agreement Date) to the Financing, or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, Financing in a manner that would would, or could reasonably be expected to (A) delayto, prevent prevent, impede or materially impede delay the consummation of the Merger, Financing when required pursuant to the terms hereof or (Biv) make prevent, impede or materially delay the timely funding consummation of the FinancingFinancing when required pursuant to the terms hereof; provided, or that, for the satisfaction avoidance of doubt, without the conditions to obtaining the Financing, less likely to occur in any respect, or (iii) adversely impact the ability consent of Parent, Merger Subsidiary or the Company, as applicableeach of Newco and Merger Sub may (x) correct typographical errors, to enforce its rights against (y) provide for the other parties to the Financing Commitment Letters or the definitive agreements with respect thereto. In addition to the foregoing, Parent shall not release or consent to the termination assignment of a portion of the Debt Commitment Letters commitments or of any individual lender obligations under the Debt Commitment LettersLetter to additional agents, except for arrangers, lenders, bookrunners, syndication agents or similar entities or reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto (xincluding replacement of a lender) assignments or (z) modify pricing and replacements of an individual lender under the terms of, and only in connection with, the syndication implement or exercise any of the Debt Financing under “flex” provisions contained in the Debt Commitment Letters, or (y) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.9(c)Letter.

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent Newco and Merger Subsidiary Sub will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Commitment Letters if such amendment, modification or waiver would, or would could reasonably be expected to, (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amount) or reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Debt Commitment Letters Letter provided as of the Agreement Datedate hereof) to the Financing, or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, in a manner that would reasonably be expected to (A) delay, prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any respect, or (iii) adversely impact the ability of ParentNewco, Merger Subsidiary Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Commitment Letters or the definitive agreements with respect thereto. In addition to the foregoing, Parent Newco shall not release or consent to the termination of the Debt Commitment Letters or of any individual lender under the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters, or (y) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.9(c7.3(c).

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Merger Subsidiary will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Commitment Letters if such amendment, modification or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Debt Financing (unless the Equity Financing is increased by an equivalent amount or the Merger Consideration is reduced, in accordance with the terms of this Agreement, by an equivalent amount) or reduce the aggregate amount of the Equity Financing, (ii) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Debt Commitment Letters provided as of the Agreement Date) to the Financing, or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, in a manner that would reasonably be expected to (A) delay, prevent or materially impede the consummation of the Merger, Merger or (B) make delay or prevent the timely funding of the Financing, or Debt Financing on the satisfaction of the conditions to obtaining the Financing, less likely to occur in any respect, Closing Date or (iii) materially and adversely impact the ability of Parent, Merger Subsidiary or the Company, as applicable, to enforce its rights against the other parties to the Financing Equity Commitment Letters or the definitive agreements with respect thereto. In addition to the foregoing, Parent shall not release or consent to the termination of the Debt Commitment Letters or of any individual lender under terminate the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters, or (y) with replacements of the Debt Commitment Letters with alternative financing commitments in accordance with Section 5.8(c); provided, however, that the Debt Commitment Letters as in effect as of the Agreement Date may be terminated pursuant to Section 5.9(cclauses (a), (b) and (d) of the last paragraph of such Debt Commitment Letters as in effect as of the Agreement Date.

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent and Merger Subsidiary Sub will not (without the prior written consent of the Company) permit any termination, replacement, supplement, amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, any of the Financing Commitment Letters if such termination, replacement, supplement, amendment, modification or waiver would, or would reasonably be expected to, (i) reduce (or have the effect of reducing) either the aggregate amount of or the net proceeds to Parent from the Debt Financing (unless the Equity Financing is increased by an equivalent amountamount or the representations in Section 4.11(d) (as though made at the time of the effectuation of such amendment, modification, supplement or replacement) shall remain true and correct after taking into account such reduction) or reduce the aggregate amount of the Equity Financing as the Debt Financing and the Equity Financing, as applicable, are in effect on the date of this Agreement; (ii) impose new or additional additional, or adversely modify any existing, conditions or other terms precedent (except in connection with any “market flex” terms provisions contained in the Debt Commitment Letters provided Letter made available to the Company as of the Agreement Datedate of this Agreement) to the Financing, or otherwise expand, amend or modify any of the conditions to the receipt funding of the Financing, in a manner that would reasonably be expected to (A) delay, delay or prevent or materially impede the consummation of the Merger, Closing Date; or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, Financing less likely to occur in any respect, ; or (iii) adversely impact the ability of Parent, Merger Subsidiary Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Commitment Letters (provided that, each of Parent and Merger Sub may, without the prior written consent of the Company, amend or the definitive agreements with respect thereto. In addition to the foregoing, Parent shall not release or consent to the termination of modify the Debt Commitment Letters Letter to (x) add lenders, lead arrangers, bookrunners, syndication agents or of any individual lender under similar entities who had not executed the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication Letter as of the Debt Financing under date of this Agreement (it being understood that to the extent any lenders, lead arrangers, bookrunners, syndication agents or similar entities are added to the Debt Commitment LettersLetter as set forth in this clause (iii) pursuant to customary joinder arrangements and the commitments of the Commitment Parties (as defined in the Debt Commitment Letter as of the date hereof) are ratably reduced in connection therewith, or such customary joinder arrangements will be reasonably satisfactory to the Company) and (y) replacements enter into a Replacement Commitment Facility (as defined in the Commitment Letter). Parent and Merger Sub shall not, and shall not permit any of their respective Affiliates to, take any action not otherwise required under this Agreement that is a breach of, or would or would reasonably be expected to result in termination of, any of the Financing Commitment Letters. Any reference in this Agreement to (1) the “Equity Financing”, “Debt Financing” or “Financing” will include the financing contemplated by the Financing Commitment Letters as amended or modified in compliance with this Section 6.5; and (2) “Equity Commitment Letter”, “Debt Commitment Letters Letter” and “Financing Commitment Letters” will include such document as amended or modified in compliance with alternative financing commitments pursuant to this Section 5.9(c)6.5.

No Amendments to Financing Commitment Letters. Subject to the terms and conditions of this Agreement, each of Parent Newco and Merger Subsidiary Sub will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Commitment Letters if such amendment, modification or waiver would, or would could reasonably be expected to, (i) reduce (or have the effect of reducing) the aggregate amount of cash proceeds available from the Debt Financing contemplated in the Debt Commitment Letter (unless the Equity Financing is increased by an equivalent amount, Debt Financing is otherwise made available to fund such reduction) or reduce (or have the effect of reducing) the aggregate amount of the Equity FinancingFinancing (unless the Debt Financing is increased by an equivalent amount), (ii) impose new or additional conditions or other terms (except in connection with any “market flex” terms contained in the Debt Commitment Letters Letter provided as of the Agreement Datedate hereof) to the Financing, or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, in a manner that would reasonably be expected to (A) delay, prevent or materially impede the consummation of the Merger, or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any material respect, or (iii) adversely impact the ability of ParentNewco, Merger Subsidiary Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Commitment Letters or the definitive agreements with respect theretothereto or (iv) impose obligations on the Company or its Subsidiaries prior to the Closing Date. In addition to the foregoing, Parent Newco shall not release or consent to the termination of the Debt Commitment Letters Letter or of any individual lender under the Debt Commitment Letters, except for (x) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Debt Financing under the Debt Commitment Letters, or (y) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to Section 5.9(c7.3(b) (other than the obligations as set forth in Section 7.3(f)).