Common use of Sufficiency of Financing Clause in Contracts

Sufficiency of Financing. The Financing, when funded in accordance with the Financing Letters, will provide Parent and Merger Sub at and as of the Closing Date with sufficient available funds (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Financing Letters), together with cash or cash equivalents held by parent, Merger Sub and the Company and its Subsidiaries, to consummate the Merger and to make all payments required to be made in connection therewith on the Closing Date, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.7, the RSU Consideration, the Option Consideration, the payment of any indebtedness required to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all indebtedness of the Company Group contemplated to be repaid by the Financing Letters or required by its terms to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), and all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement in connection with the Closing and associated costs and expenses of the Merger, in each case regardless of whether payable before or on the Closing (such amounts, collectively, the “Required Amounts”).

Sufficiency of Financing. The Financing, when funded in accordance with the Financing LettersLetters and together with any cash on hand at the Company and assuming satisfaction of the conditions set forth in Section 7.1 and 7.2, will provide Parent and Merger Sub at and as of the Closing Date with sufficient available funds (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Financing Letters), together with cash or cash equivalents held by parent, Merger Sub and the Company and its Subsidiaries, ) to consummate the Merger and to make all payments required to be made in connection therewith on the Closing Datetherewith, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.7, the RSU Consideration, the Option RSA Consideration, the payment of any indebtedness Indebtedness required to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all indebtedness Indebtedness of the Company Group contemplated to be repaid by the Financing Letters or required by its terms to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), and all premiums and fees required to be paid in connection therewith and all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement in connection with the Closing and associated costs and expenses of the Merger, in each case regardless of whether payable before or on after the Closing (such amounts, collectively, the “Required Amounts”).

Sufficiency of Financing. The FinancingAssuming (w) the transactions in the Rollover Agreement are consummated in accordance with the terms thereof, when (x) the Financing is funded in accordance with the Financing Letters, (y) the accuracy of the representations and warranties set forth in Article III hereof and (z) the satisfaction (or waiver) of all of the Company’s and Parent’s conditions to Closing set forth in Article VI, in each case based upon facts and events that Parent has knowledge of as of the date hereof, the aggregate amounts committed pursuant to the Financing Letters will provide Parent with sufficient immediately available cash funds to (i) satisfy all payment obligations of Parent and Merger Sub contemplated by this Agreement in connection with the Merger (including the payment of all amounts payable at and the Closing pursuant to Article I in connection with or as a result of the Closing Date with sufficient available funds (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Financing Letters), together with cash or cash equivalents held by parent, Merger Sub and the Company and its Subsidiaries, to consummate the Merger and to make all payments required to be made in connection therewith on the Closing DateMerger, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.71.7, the RSU Consideration, the PSU Consideration and the Option Consideration); (ii) repay, prepay or discharge (after giving effect to the payment Merger) the principal of any and accrued and unpaid interest on all indebtedness outstanding required to be repaidrepaid pursuant to the terms of this Agreement; (iii) pay all fees and expenses required to be paid at the Closing by the Company, refinancedParent, redeemed, retired, cancelled, terminated Merger Sub or otherwise satisfied or discharged any of their respective Affiliates in connection with the Merger (including all indebtedness of the Company Group contemplated to be repaid by and under the Financing Letters or required by its terms Letters; and (iv) satisfy the condition set forth in Paragraph 11 of Exhibit C to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), and all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement in connection with the Closing and associated costs and expenses of the Merger, in each case regardless of whether payable before or on the Closing Debt Commitment Letter (such amounts, collectively, the “Required Amounts”).

Sufficiency of Financing. The FinancingAssuming satisfaction of the conditions set forth in Section 7.1 and Section 7.2, when funded in accordance with the aggregate proceeds of the Financing Letters, will provide Parent and Merger Sub at and as of the Closing Date with are sufficient available funds to (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flexi) provided under the Financing Letters), together with cash or cash equivalents held by parent, Merger Sub and the Company and its Subsidiaries, to consummate the Merger and to make all payments required to be made in connection therewith on the Closing Date, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.7, the RSU Consideration, the Option Consideration, the payment of any indebtedness required to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all indebtedness of the Company Group Transactions contemplated to be repaid by the Financing Letters or required by its terms to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), and all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement in connection with the consummation of the Closing on the terms and associated costs conditions set forth herein and expenses make all payments contemplated by this Agreement (including the payment of all amounts payable pursuant to Article II in connection with or as a result of the Merger); (ii) repay, prepay or discharge (substantially simultaneously with the Merger) the principal of and interest on, and all other indebtedness outstanding pursuant to the Company Indebtedness and Company Convertible Notes as contemplated by this Agreement, including in each case regardless order to enable Parent to settle conversions (including any make-whole with respect thereto without giving effect to any payments received pursuant to any corresponding hedging arrangements) of whether payable before the Company Convertible Notes pursuant to the terms of the Company Convertible Notes Indentures and to repurchase the Company Convertible Notes as required pursuant to Section 4.02 of the Company Convertible Notes Indentures; and (iii) pay all fees and expenses required to be paid at Closing by the Company, Parent or on Merger Sub in connection with the Closing (such amounts, collectively, Merger and the “Required Amounts”)Financing.

Sufficiency of Financing. The Financing, when funded in accordance with the Financing LettersLetters and assuming satisfaction of the conditions contained in Sections 7.1 and 7.2, will provide Parent and Merger Sub at and as of the Closing Date with sufficient available funds (after netting out the roll-over of then existing debt under the Xxxxx Fargo Credit Agreement, original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Financing LettersLetters and the Redacted Fee Letter), together with cash or cash equivalents held by parentParent, Merger Sub and, to the extent available for application accordingly and without violating any agreement or arrangement to which it or any of them are a party or resulting in it failing to meet any requirements of or conditions applicable to it or its Subsidiaries under the terms of any of the Financing Letters (including the Debt Financing), the Company and its Subsidiaries, to consummate the Merger and to make all payments (i) required to be made by Parent or Merger Sub in connection therewith on on, or accrued as of, the Closing Date, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.7, the RSU Consideration, the PSU Consideration, the Restricted Stock Consideration, the Option Consideration, the payment of any indebtedness Indebtedness required to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all indebtedness of the Company Group contemplated to be repaid by the Financing Letters or required by its terms to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), and all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement or otherwise in connection with the Closing and associated costs and expenses of Merger or the Mergerfinancing thereof or the Closing, in each case regardless of whether payable before on or on accrued as of, the Closing Date (such amounts, collectively, the “Required Amounts”) and (ii) of certain transaction expenses in connection with the Merger, in each case, incurred and payable by or at the direction of Parent or Merger Sub pursuant to the Merger Agreement or in connection with the transactions thereby contemplated (and including without limitation costs and expenses incurred by the Company in connection with procurement of the Debt Financing and the consummation of the Sale/Leaseback Transaction (including the Real Estate Note Termination)).

Sufficiency of Financing. The Financing, when funded in accordance with the Financing Letters, will provide Parent and Merger Sub at and as of the Closing Date with sufficient available funds (after netting out original issue discount and similar premiums and charges after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Financing Letters), together with cash or cash equivalents held by parent, Merger Sub and the Company and its Subsidiaries, ) to consummate the Merger and to make all payments required to be made in connection therewith on the Closing Datetherewith, including payment of the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.7, the RSU RSA Consideration, the Option Consideration, the payment of any indebtedness required to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all indebtedness of the Company Group contemplated to be repaid by the Financing Letters or required by its terms to be repaid, refinanced, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger), any amounts due in respect of the Convertible Notes, the Company Warrant Documentation, the Company Call Option Documentation and the Company Capped Call Documentation and all premiums and fees required to be paid in connection therewith and all other amounts to be paid by Parent and Merger Sub pursuant to this Agreement in connection with the Closing and associated costs and expenses of the Merger, in each case regardless of whether payable before or on after the Closing (such amounts, collectively, the “Required Amounts”).