Common use of Other Tender and Support Agreements Clause in Contracts

Other Tender and Support Agreements. Each of Parent and Acquisition Sub represents and warrants that concurrently with the execution of this Agreement, Parent and Acquisition Sub is entering into a tender and support agreement with stockholders affiliated with each of Ares Management LLC, Gates Capital Management, Inc. and Anchorage Advisor Management, L.L.C., and that each such tender and support agreement entered into with such stockholders is on substantially the same terms and conditions (other than with respect to the number of shares subject to such other tender and support agreement and administrative matters such as the addresses for notices). Each of Parent and Acquisition Sub acknowledges and agrees that, in the event that following the date hereof and in connection with the Merger Agreement or the Merger, Parent and/or Acquisition Sub enters into any new tender and support agreement, or amends, waives, terminates or otherwise modifies any tender and support agreement entered into on the date hereof, with any other stockholder of the Company on terms and conditions that are more favorable to such other stockholder in any respect than the terms and conditions contained in this Agreement, then Parent shall promptly advise the Company Stockholders of such fact (and the relevant terms and conditions) and, unless otherwise agreed by Parent and the Company Stockholders, this Agreement, without any further action of Parent or the Company Stockholders, shall be deemed automatically amended and modified to include such more favorable terms such that the Company Stockholders shall receive the benefit of such more favorable terms.

Other Tender and Support Agreements. Each of Parent and Acquisition Sub represents and warrants that concurrently with the execution of this Agreement, Parent and Acquisition Sub is entering into a tender and support agreement with stockholders affiliated with each of Ares Management LLC, Gates Capital Management, Inc. and Anchorage Advisor Management, L.L.C., and that each such tender and support agreement entered into with such stockholders is on substantially the same terms and conditions (other than with respect to the number of shares subject to such other tender and support agreement and agreement, administrative matters such as the addresses for noticesnotices and references to the Investor Agreement). Each of Parent and Acquisition Sub acknowledges and agrees that, in the event that following the date hereof and in connection with the Merger Agreement or the Merger, Parent and/or Acquisition Sub enters into any new tender and support agreement, or amends, waives, terminates or otherwise modifies any tender and support agreement entered into on the date hereof, with any other stockholder of the Company on terms and conditions that are more favorable to such other stockholder in any respect than the terms and conditions contained in this Agreement, then Parent shall promptly advise the Company Stockholders of such fact (and the relevant terms and conditions) and, unless otherwise agreed by Parent and the Company Stockholders, this Agreement, without any further action of Parent or the Company Stockholders, shall be deemed automatically amended and modified to include such more favorable terms such that the Company Stockholders shall receive the benefit of such more favorable terms.