Equity Commitments. 2.5.1 Each Investor hereby affirms and agrees that Parent, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of the Equity Commitment Letter attached hereto as EXHIBIT B. Parent shall not attempt to enforce the Equity Commitment Letter until Hidary has determined that ▇▇▇ ▇▇osing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce the Equity Commitment Letter unless acting at the direction of Hidary and no other Investo▇ ▇▇▇▇l have any right to enforce the Equity Commitment Letter. 2.5.2 All securities issued by Parent and its subsidiaries at the Closing shall be issued to the Investors pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Investors in accordance with each Investor's Commitment. 2.5.3 Prior to the Closing, no Investor shall transfer, directly or indirectly, its obligations and rights under the Equity Commitment Letter, other than a transfer to one or more affiliated funds or affiliated entities (other than portfolio companies) or as approved by non-transferring Investors whose Commitments equal at least two-thirds of the aggregate amount of the Commitments of all the non-transferring Investors.
Appears in 3 contracts
Sources: Interim Investors Agreement (Hidary Group Acquisitions, LLC), Interim Investors Agreement (Hidary Group Acquisitions, LLC), Interim Investors Agreement (Aquamarine Capital Management, LLC)