Common use of Commitment Agreements Clause in Contracts

Commitment Agreements. Purchaser shall use its reasonable best efforts to satisfy the conditions of the investors closing obligations contained in the Commitment Agreements and the Warrant Purchase Agreement, and consummate the transactions contemplated thereby. Purchaser shall not terminate, amend or waive in any manner adverse to the Company or Pubco, the Commitment Agreements or the Warrant Purchase Agreement without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned) and Purchaser shall, except with the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned with respect to any Commitment Agreement if the condition set forth in Section 9.2(d) will otherwise be satisfied without the closing under such Commitment Agreement), use its best efforts to enforce each of the Commitment Agreements or Warrant Purchase Agreement in accordance with its terms. In the event that there is an actual or threatened material breach or default by an investor under Commitment Agreement, or Purchaser reasonably believes in good faith that such investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Company’s prior written consent, or if Purchaser has evidence reasonably satisfactory to the Company that the condition set forth in Section 9.2(d) will otherwise be satisfied based on the deadline for the Redemption having passed, Purchaser shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Commitment Agreements for purposes of this Agreement and included as part of the PIPE Investment, and Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with Purchaser and its Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser); provided, that if the terms of such replacement Commitment Agreement are adverse to Purchaser, Pubco or the Company as compared to the Commitment Agreement that it replaced, including without limitation as to conditionality and amount, Purchaser may not enter into such replacement Commitment Agreement without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned).

Commitment Agreements. Purchaser shall use has entered into commitment agreements on or prior to the date hereof as described on Schedule 4.22 (or after the date hereof in accordance with Section 7.16) which, pursuant to their terms, ensure that Purchaser has available to it at least $100 million in gross proceeds at the Closing, including, subscription agreements with investors who have collectively committed to purchase shares of Purchaser Common Stock at the Closing, forward purchase agreements with investors who have collectively committed to purchase Purchaser Securities at the Closing, agreements with current stockholders of Purchaser who have agreed not to redeem their shares of Purchaser Common Stock pursuant to the Redemption and not to sell such shares prior to the Closing, and other agreements to provide capital to the extent necessary to ensure that Purchaser has available to it at least $100 million in gross proceeds at the Closing (such agreements, collectively, the “Commitment Agreements”, and such transactions described in this Section 4.22, collectively, the “PIPE Investment”). Each of the Commitment Agreements has been duly authorized, executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser, and, to the Knowledge of Purchaser, the other parties thereto, in accordance with its reasonable best efforts terms, subject to satisfy the Enforceability Exceptions. True and complete original or signed copies of each of the Commitment Agreements have been delivered to the Company on or prior to the date hereof, and there are no conditions to closing of the transactions contemplated therein other than the conditions (if any) specifically stated therein. None of the investors Commitment Agreements by their terms may be terminated by the counterparty thereto on any date earlier than the Outside Date (as such date may be extended if Purchaser seeks and obtains an Extension) unless this Agreement is terminated. As of the date hereof, to Purchaser’s Knowledge, there is no reason to believe that, subject to the satisfaction of the conditions in Article IX, the conditions to closing obligations contained in the Commitment Agreements and the Warrant Purchase Agreement, and consummate will not be satisfied or that the transactions contemplated thereby. Purchaser shall not terminate, amend or waive in any manner adverse to the Company or Pubco, by the Commitment Agreements or the Warrant Purchase Agreement without the Company’s prior written consent (will not to be unreasonably withheld, delayed or conditioned) and Purchaser shall, except with the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned with respect to any Commitment Agreement if the condition set forth in Section 9.2(d) will otherwise be satisfied without the closing under such Commitment Agreement), use its best efforts to enforce each of the Commitment Agreements or Warrant Purchase Agreement in accordance with its terms. In the event that there is an actual or threatened material breach or default by an investor under Commitment Agreement, or Purchaser reasonably believes in good faith that such investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Company’s prior written consent, or if Purchaser has evidence reasonably satisfactory to the Company that the condition set forth in Section 9.2(d) will otherwise be satisfied based on the deadline for the Redemption having passed, Purchaser shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Commitment Agreements for purposes of this Agreement and included as part of the PIPE Investment, and Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with Purchaser and its Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser); provided, that if the terms of such replacement Commitment Agreement are adverse to Purchaser, Pubco or the Company as compared to the Commitment Agreement that it replaced, including without limitation as to conditionality and amount, Purchaser may not enter into such replacement Commitment Agreement without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned)Closing.

Commitment Agreements. Purchaser and Pubco shall each use its reasonable best efforts to satisfy the conditions of the investors investors’ closing obligations contained in the Commitment Agreements and the Warrant Purchase AgreementAgreements, and consummate the transactions contemplated thereby. Purchaser and Pubco shall not terminate, amend or waive in any manner adverse to the Company Company, Purchaser or Pubco, the Commitment Agreements or the Warrant Purchase Agreement without the Company’s and Purchaser’s prior written consent (as applicable) (not to be unreasonably withheld, delayed or conditioned) and Purchaser and Pubco shall, except with the Company’s or Purchaser’s prior written consent (as applicable) (not to be unreasonably withheld, delayed or conditioned with respect to any Commitment Agreement if the condition set forth in Section 9.2(d12.2(c) will otherwise be satisfied without the closing under such Commitment Agreement), use its best efforts to enforce each of the Commitment Agreements or Warrant Purchase Agreement in accordance with its terms. In the event that there is an actual or threatened material breach or default by an investor under a Commitment Agreement, or Purchaser reasonably believes in good faith that such investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Company’s prior written consent, or if Purchaser has evidence reasonably satisfactory to the Company that the condition set forth in Section 9.2(d12.2(c) will otherwise be satisfied based on the deadline for the Redemption having passed, Purchaser and Pubco shall be required to use its their respective reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Commitment Agreements for purposes of this Agreement and included as part of the PIPE Investment, and Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with Purchaser Purchaser, Pubco and its their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser); provided, that if the terms of such replacement Commitment Agreement are adverse to Purchaser, Pubco or the Company as compared to the Commitment Agreement that it replaced, including without limitation as to conditionality and amount, Purchaser may not enter into such replacement Commitment Agreement without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned).