Common use of Equity Commitment Letter Clause in Contracts

Equity Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of the executed Equity Commitment Letter, dated as of the Agreement Date, pursuant to which the Guarantor has committed, subject only to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein (such financing, the “Equity Financing”) solely for the purpose of funding the amounts required to be paid by Parent (or its Affiliates) at the Closing, including (i) the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.7, (ii) the RSU Consideration and (iii) the Option Consideration (together with such amounts in the preceding clauses (i) and (ii), collectively, the “Merger Consideration”), (iv) the repayment or refinancing of Indebtedness of the Company Group outstanding under the Credit Facility and (v) to pay related costs, fees and expenses of Parent or Merger Sub or Parent’s other Affiliates, in each case to the extent payable or otherwise required to be paid prior to, at (or in connection with) the Closing pursuant to, and in accordance with, this Agreement and/or the Financing Letters (together with such payments in the preceding clause (iv) and the Merger Consideration, collectively, the “Closing Payments”). The Equity Commitment Letter provides that (A) the Company is a limited, express third party beneficiary thereof, and entitled to specifically enforce performance of the Guarantors’ obligations to fund the Equity Financing in connection with the Company’s exercise of its rights under Section 9.8(b) and (B) subject in all respects to Section 9.8(b), Parent and the Guarantor each waive any defenses to the enforceability thereof, subject to the Enforceability Limitations, and will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that there is adequate remedy at law in connection with the exercise of such third party beneficiary rights.

Equity Commitment Letter. (a) Parent has delivered to the Company a true, correct and complete copy of the fully executed Equity Commitment Letter, dated as of the Agreement Datedate hereof, pursuant to which the Guarantor Sponsor has committedagreed to make an investment in Parent, subject only to the terms and conditions thereoftherein, to invest in Parent, directly or indirectly, cash in the cash amounts aggregate amount set forth therein (such financing, the “Equity Financing”) solely for the purpose of funding the amounts required to be paid by Parent (or its Affiliates) Merger Sub at the Closing, including (i) the aggregate Offer Acceptance Consideration payable at the Offer Acceptance Time pursuant to Section 2.2(a)(iii), (ii) the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.7, (ii) the RSU Consideration 2.10 and (iii) the Option Consideration aggregate consideration which holders of Company Equity Awards become entitled pursuant to Section 2.11 (together with such amounts in the preceding clauses (i) and (ii)) the, collectively, the “Merger Consideration”), (iv) the repayment or refinancing of Indebtedness of the Company Group outstanding under the Credit Facility and (v) to pay related costs, fees and expenses of Parent or Merger Sub or Parent’s other Affiliates, in each case to the extent payable or otherwise required to be paid prior to, at (or in connection with) the Closing pursuant to, and in accordance with, this Agreement and/or the Financing Letters (together with such payments in the preceding clause (iv) and the Merger Consideration, collectively, the “Closing Payments”). The Equity Commitment Letter provides that (A) the Company is a limited, an express third party beneficiary thereof, and entitled to specifically enforce performance of the Guarantors’ obligations to fund the Equity Financing including in connection with the Company’s exercise of its rights under Section 9.8(b) ), and is entitled to specifically enforce performance of the Sponsor’s obligations to fund the Financing in accordance with and subject to the terms of the Equity Commitment Letter and (B) subject in all respects to Section 9.8(b), Parent and the Guarantor each waive any defenses to the enforceability thereof, subject to the Enforceability Limitations, and Sponsor will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that there is an adequate remedy at law in connection with the exercise of such third party beneficiary rights. (b) As of the date hereof, the Equity Commitment Letter (in the form delivered by Parent to the Company) is in full force and effect and constitutes the valid, binding and enforceable obligation of Parent, Merger Sub and the Sponsor, as applicable, and, to the Knowledge of Parent, the other parties thereto, enforceable in accordance with their terms (subject to the Enforceability Limitations). Other than as expressly set forth in the Equity Commitment Letter and in this Agreement, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the Financing pursuant to any agreement relating to the Financing to which the Sponsor, Parent or Merger Sub, or any of their respective Affiliates, is a party. As of the Agreement Date, no event has occurred that, with notice or lapse of time or both, would, or would reasonably be expected to, constitute a default or breach on the part of Parent, Merger Sub or the Sponsor pursuant to the Equity Commitment Letter (it being understood that Parent and Merger Sub are not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in Article III or the Company’s compliance hereunder). (c) As of the date hereof, (i) the Equity Commitment Letter has not been amended or modified in any manner, and (ii) the commitments contained therein have not been terminated, reduced, withdrawn or rescinded in any respect by Parent, Merger Sub or the Sponsor or, to the knowledge of Parent, any other party thereto, and no such termination, reduction, withdrawal or rescission is contemplated by Parent, Merger Sub or the Sponsor or, to the knowledge of Parent, any other party thereto. As of the date hereof, there are no side letters, understandings or other agreements or arrangements relating to the Equity Commitment Letter or the Financing to which Sponsor, Parent or any of their respective Affiliates is a party that affect the conditionality, availability or amount of, the Financing. (d) The Financing, when funded in accordance with the Equity Commitment Letter, will provide Parent and Merger Sub at and as of the Closing Date with sufficient available funds together with cash or cash equivalents held by Parent, Merger Sub and the Company, to consummate the Merger and to make all payments required to be made in connection therewith on the Closing Date, including payment of the Merger Consideration, and payment of all related fees and expenses, in each to the extent required to be paid at the Closing pursuant to, and in accordance with, this Agreement (such amounts, collectively, the “Required Amounts”).

Equity Commitment Letter. Parent has delivered to the Company a true, correct and complete copy of the executed Equity Commitment Letter, dated as of the Agreement Date, pursuant to which the Guarantor has committed, subject only to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein (such financing, the “Equity Financing”) solely for the purpose of funding the amounts required to be paid by Parent (or its Affiliates) at the Closing, including (i) the aggregate Offer Acceptance Consideration payable at the Offer Acceptance Time pursuant to Section 2.2(a)(iii); (ii) the aggregate consideration to which the holders of Company Common Stock become entitled pursuant to Section 2.72.10, (iiiii) the Vested RSU Consideration and (iiiiv) the Vested Option Consideration (together with such amounts in the preceding clauses (i), (ii) and (iiiii), collectively, the “Merger Consideration”), (ivv) the repayment or refinancing of Indebtedness of the Company Group outstanding under the Credit Facility and (vvi) to pay related costs, fees and expenses of Parent or Merger Sub or Parent’s other Affiliatesexpenses, in each case to the extent payable or otherwise required to be paid prior to, at (or in connection with) the Closing pursuant to, and in accordance with, this Agreement and/or the Financing Letters (together with such payments in the preceding clause (ivv) and (vi) and the Merger Consideration, collectively, the “Closing Payments”). The Equity Commitment Letter provides that (A) the Company is a limited, express third party beneficiary thereof, and entitled to specifically enforce performance of the Guarantors’ obligations to fund the Equity Financing thereof in connection with the Company’s exercise of its rights under Section 9.8(b) and (B) subject in all respects to Section 9.8(b), Parent and the Guarantor each waive any defenses to the enforceability thereof, subject to the Enforceability Limitations, and Guarantors will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that there is adequate remedy at law in connection with the exercise of such third party beneficiary rights.