Common use of Equity Commitment Letter Clause in Contracts

Equity Commitment Letter. As of the date of this Agreement, Xxxxxx has delivered to the Company a true, correct and complete copy of an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (as amended or replaced, and including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement, the “Equity Commitment Letter”) pursuant to which Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding all amounts payable by Parent and/or Merger Sub under this Agreement at the Closing in connection with the Merger and the transactions pursuant thereto (the “Equity Financing”). The Equity Commitment Letter provides that (i) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); (ii) subject to Section 9.10(b), Parent and Guarantor have waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and Guarantor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights on the basis that there is an adequate remedy at law.

Equity Commitment Letter. As of the date of this Agreement, Xxxxxx has delivered to the Company a true, correct and complete copy of an executed commitment letter, dated as of the date of this Agreement, between Xxxxx Xxxxx Discover Fund IV, L.P. (“Investor”) and Parent and Guarantor (as amended or replaced, and including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement, the “Equity Commitment Letter”) pursuant to which Guarantor Investor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding all amounts payable by Parent and/or Merger Sub under this Agreement at the Closing in connection with the Merger and the transactions pursuant thereto (the “Equity Financing”). The Equity Commitment Letter provides that (i) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b); (ii) subject to Section 9.10(b), Parent and Guarantor Investor have waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and Guarantor Investor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights on the basis that there is an adequate remedy at law.

Equity Commitment Letter. As of the date of this Agreement, Xxxxxx Parent has delivered to the Company a true, correct and complete copy of an a fully executed equity commitment letter, letter dated as of the date of this Agreement, between Parent and Guarantor Agreement Date (as amended or replaced, and including together with all exhibits, schedulesannexes, annexes schedules and amendments term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to such letter in effect as of time after the date of this AgreementAgreement Date, the “Equity Commitment Letter”) from the Guarantors pursuant to which Guarantor has committedthe Guarantors have agreed to make an equity investment in Parent, solely for the purpose of funding the amounts required to be paid by Parent or Merger Sub at the Closing and subject to the terms and conditions thereoftherein, to invest in Parent, directly or indirectly, cash in the cash amounts aggregate amount set forth therein for the purpose of funding all amounts payable by Parent and/or Merger Sub under this Agreement at the Closing in connection with the Merger and the transactions pursuant thereto (the “Equity Financing”). The Equity Commitment Letter provides that (i) the Company is an express third third-party beneficiary thereof of, and is entitled to specifically enforce performance of the Guarantors’ obligations to fund the Equity Financing in connection accordance with the Company’s exercise of its rights under Section 9.10(b); (ii) and subject to the terms of the Equity Commitment Letter and, subject in all respects to Section 9.10(b9.8(a), Parent and Guarantor have waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and Guarantor Guarantors will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights on the basis that there is an adequate remedy at law.law in connection with the exercise of such third-party beneficiary rights. 58

Equity Commitment Letter. As of the date of this Agreement, Xxxxxx has delivered to the Company a true, correct and complete copy of an executed commitment letter, dated as of the date of this Agreement, between Parent and Guarantor Sponsor (as amended or replacedreplaced in accordance with Section 6.13, and including all exhibits, schedules, annexes and amendments to such letter in each case in effect as of the date of this Agreement, the “Equity Commitment Letter”) pursuant to which Guarantor Sponsor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding all amounts payable by Parent and/or Merger Sub (x) under this Agreement at the Closing Section 4.1(a), Section 4.1(c) and Section 4.3, (y) in respect of all associated fees, costs and expenses in connection with the Merger and the other transactions pursuant thereto contemplated hereby, and (z) subject to Section 8.2, in respect of any liability or damages resulting from any Fraud or Willful and Material Breach of its obligations set forth in this Agreement or Reimbursement Obligations (the “Equity Financing”). The Equity Commitment Letter provides that (i) the Company is an express third party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.10(b8.2(a), Section 9.5(c) and Section 9.8; (ii) subject to Section 9.10(b), Parent and Guarantor Sponsor have waived any defenses to the enforceability of such third party beneficiary rights; and (iii) Parent and Guarantor Sponsor will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise by Company of such third party beneficiary rights on the basis that there is an adequate remedy at law.