Common use of Equity Financing Commitment Clause in Contracts

Equity Financing Commitment. (a) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining the Equity Financing and each shall use reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter, (ii) complying with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter, (iii) satisfying on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter that are within their control (other than the consummation of the Debt Financing, it being understood that the obligations of the Buyer and the Transitory Subsidiary with respect to the consummation of the Debt Financing are set forth in Section 5.4), (iv) consummating the Equity Financing contemplated by the Equity Commitment Letter (subject to the terms and conditions set forth therein) at or prior to the Closing (and in any event prior to the Outside Date), and (v) enforcing the obligations of the Investor and its respective investment Affiliates (and the rights of the Buyer and the Transitory Subsidiary) under the Equity Commitment Letter. In no event shall the Buyer or Transitory Subsidiary be required to seek or obtain equity financing other than the Equity Financing and in no event shall the Investor be required to provide Equity Financing in an amount in excess of the amount set forth in its Equity Commitment Letter. (b) Neither the Buyer nor the Transitory Subsidiary shall amend, alter or waive, or agree to amend, alter or waive (in any case whether by action or inaction) any term of the Equity Commitment Letter without the prior written consent of the Company, if such amendment, alteration or waiver would (i) reduce the aggregate amount of the Equity Financing below the amount to be provided as set forth in the Equity Commitment Letter unless the Debt Financing is increased by a corresponding amount, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Equity Financing in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of the Equity Financing (or satisfaction of the conditions to obtaining the Equity Financing) less likely to occur, or (C) adversely impact the ability of the Buyer or the Transitory Subsidiary to enforce its rights against the other parties to the Equity Commitment Letter, the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Each of the Buyer and the Transitory Subsidiary agrees to notify the Company promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) the Equity Commitment Letter expires or is terminated for any reason (or if any person attempts or purports to terminate the Equity Commitment Letter, whether or not such attempted or purported termination is valid), (ii) any Investor refuses to provide the full Equity Financing on the terms set forth in its Equity Commitment Letter or (iii) the Buyer or the Transitory Subsidiary believe that they will not be able to obtain all or any portion of the Equity Financing on the terms set forth in the Equity Commitment Letter.

Equity Financing Commitment. (a) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining the Equity Financing and each shall use reasonable best efforts to take (or cause to be taken) all actionsInvestor hereby agrees, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter, (ii) complying with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter, (iii) satisfying on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter that are within their control (other than the consummation of the Debt Financing, it being understood that the obligations of the Buyer and the Transitory Subsidiary with respect to the consummation of the Debt Financing are set forth in Section 5.4), (iv) consummating the Equity Financing contemplated by the Equity Commitment Letter (subject to the terms and conditions set forth thereinherein (including, without limitation, the provisions of Section 2 and Section 9), that: (i) at the Closing it will contribute or cause to be contributed to Parent (directly or indirectly) an aggregate amount of cash in immediately available funds up to the dollar commitment set forth next to its name on Schedule A (the “Equity Financing Commitment” and the portion of the Equity Financing Commitment funded at the Closing, the “Closing Commitment”) in exchange, directly or indirectly, for shares of Parent Common Stock at a price per share of $12.00 (the “Per Share Price”), for the purpose of providing Parent with a portion of the funds required to pay the Required Amount upon the Closing pursuant to the Merger Agreement; provided, that only that portion of the Equity Financing Commitment which is required to pay the Required Amount upon the Closing pursuant to the Merger Agreement, after taking into account other sources of funding or financing, shall be required to be funded by the Investor pursuant to this Letter Agreement, and (ii) notwithstanding anything to the contrary herein, if the Closing has occurred and to the extent the full amount of the Equity Financing Commitment was not funded at the Closing, it will contribute or cause to be contributed to Parent (directly or indirectly), as requested by Parent, at or prior to the Outside Commitment Date (as defined below), an aggregate amount of cash in immediately available funds in an amount equal to the portion of the Equity Financing Commitment that was not funded at the Closing (such remaining portion of the Equity Financing Commitment following the Closing, the “Remaining Commitment”) in exchange, directly or indirectly, for shares of Parent Common Stock at the Per Share Price solely for the purpose of providing Parent with a portion of the funds required to fund the repurchase offer to be made pursuant to Section 15.02 of that certain Indenture, dated December 9, 2015 (the “Convertible Notes Indenture”), by and in any event prior between the Company and Wilmington Trust, National Association, relating to the Outside Date)Company’s 2.25% Convertible Senior Notes due 2020 (the “Convertible Notes”) at such time that such repurchase is required to be made pursuant to the terms and conditions of such repurchase offer and the Convertible Notes Indenture; provided, that only that portion of the Remaining Commitment which is required to pay for such repurchase of the Convertible Notes following the Closing pursuant to the terms and (v) enforcing conditions of such repurchase offer and the obligations Convertible Notes Indenture, after taking into account other sources of funding or financing, shall be required to be funded by the Investor pursuant to this Letter Agreement. The Investor may effect the purchase of the shares of Parent Common Stock directly or indirectly through one or more Affiliates or other designated co-investors and such purchase of shares of Parent Common Stock may be made through one or more subscriptions or transactions, subject to the limitations on the amount of cash required to be funded by the Investor with respect to such purchase set forth herein; provided, that the ability of the Investor and its respective investment to effect the purchase through such Affiliates (and the rights or other co-investors will not affect any of the Buyer and the Transitory Subsidiary) under the Equity Commitment Letter. In no event Investor’s obligations hereunder; provided, further that Parent shall the Buyer or Transitory Subsidiary not be required to seek to enforce its rights against such Affiliates’ or obtain equity financing other than the Equity Financing and in no event shall the Investor be required designated co-investors’ obligations prior to provide Equity Financing in an amount in excess of the amount set forth in its Equity Commitment Letter. (b) Neither the Buyer nor the Transitory Subsidiary shall amend, alter or waive, or agree to amend, alter or waive (in any case whether by action or inaction) any term of the Equity Commitment Letter without the prior written consent of the Company, if such amendment, alteration or waiver would (i) reduce the aggregate amount of the Equity Financing below the amount to be provided as set forth in the Equity Commitment Letter unless the Debt Financing is increased by a corresponding amount, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Equity Financing in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of the Equity Financing (or satisfaction of the conditions to obtaining the Equity Financing) less likely to occur, or (C) adversely impact the ability of the Buyer or the Transitory Subsidiary seeking to enforce its rights against the other parties to Investor; and provided, further that in the Equity Commitment Letter, event the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Each of the Buyer and the Transitory Subsidiary agrees to notify the Company promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) the Equity Commitment Letter expires or is terminated for any reason (or if any person attempts or purports to terminate the Equity Commitment Letter, whether or not such attempted or purported termination is valid), (ii) any Investor refuses to provide the full Equity Financing on the terms set forth in its Equity Commitment Letter or (iii) the Buyer or the Transitory Subsidiary believe that they will not be able to obtain all or any assigns a portion of the Equity Financing on Commitment to one or more Permitted Assignees in accordance with Section 12, the terms set forth in amount required to be funded by the Investor with respect to the Equity Financing Commitment Letterwill be reduced by the amount of the equity investments actually contributed by such assignee to Parent and available to Parent at the Closing. Notwithstanding anything else to the contrary in this Letter Agreement, under no circumstances shall the Investor be obligated to contribute more cash than the Equity Financing Commitment and following the Closing, the Investor shall not be obligated to contribute more cash than the Remaining Commitment.”

Equity Financing Commitment. If (aA) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining Marketing Period has ended, (B) the Equity Debt Financing and each shall use reasonable best efforts to take (or cause any Alternative Financing) has been funded or, subject to the Investors funding their respective Equity Commitments, will be taken) all actionsfunded at the Closing, in each case, in accordance with the terms thereof, and do (or cause to be doneC) all things, necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter, (ii) complying with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter, (iii) satisfying on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter that are within their control (other than the consummation of the Debt Financing, it being understood that the obligations of the Buyer and the Transitory Subsidiary with respect to the consummation of the Debt Financing Offer, all Offer Conditions have been satisfied (other than those conditions that by their terms are set forth to be satisfied at the Offer Acceptance Time, but subject to such conditions being able to be satisfied) or validly waived in Section 5.4)accordance with the terms of the Merger Agreement at the Expiration Time, then each of the undersigned hereto (iveach, an “Investor” and collectively, the “Investors”) consummating the Equity Financing contemplated by the Equity Commitment Letter severally (and not jointly) commits, subject to the terms and conditions set forth therein) at herein, to directly or indirectly provide Parent with immediately available funds, as of immediately prior to the Closing (time Parent, the Company and in any event prior to the Outside Date), and (v) enforcing the obligations of the Investor and its respective investment Affiliates (and the rights of the Buyer and the Transitory Subsidiary) Merger Sub become obligated under the Equity Commitment Letter. In no event shall Merger Agreement to effect the Buyer or Transitory Subsidiary be required to seek or obtain equity financing other than the Equity Financing and in no event shall the Investor be required to provide Equity Financing Offer Closing in an amount in excess equal to such Investor’s Pro Rata Share of the Aggregate Commitment (each as defined below) (such amount set forth in its Equity Commitment Letter. with respect to each Investor, such Investor’s “Maximum Investor Commitment”), solely for the purpose of enabling Parent to (bx) Neither cause Merger Sub to accept for payment all shares of Common Stock tendered pursuant to the Buyer nor Offer at the Transitory Subsidiary shall amend, alter or waive, or agree Offer Acceptance Time and to amend, alter or waive (in pay for any case whether by action or inactionand all such shares of Common Stock as required under Section 1.1(e) any term of the Equity Commitment Letter without Merger Agreement, (y) fund the prior written consent amounts required to be funded by Parent pursuant to Section 2.2(b) and Section 2.3 of the CompanyMerger Agreement and (z) fund the other fees, if such amendment, alteration costs and expenses required to be paid by Parent or waiver would (i) reduce Merger Sub in connection with the aggregate amount Transactions pursuant to the terms of the Equity Financing below the amount to be provided as set forth in the Equity Commitment Letter unless the Debt Financing is increased by a corresponding amountMerger Agreement; provided, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Equity Financing in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of the Equity Financing (or satisfaction of the conditions to obtaining the Equity Financing) less likely to occur, or (C) adversely impact the ability of the Buyer or the Transitory Subsidiary to enforce its rights against the other parties to the Equity Commitment Letter, the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Each of the Buyer and the Transitory Subsidiary agrees to notify the Company promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) the Equity Commitment Letter expires or is terminated for any reason (or if any person attempts or purports to terminate the Equity Commitment Letter, whether or not such attempted or purported termination is valid), (ii) any Investor refuses to provide the full Equity Financing on the terms set forth in its Equity Commitment Letter or (iii) the Buyer or the Transitory Subsidiary believe that they will not be able to obtain all or any portion of the Equity Financing on the terms set forth in the Equity Commitment Letter.that

Equity Financing Commitment. (a) The Buyer Parent and the Transitory Merger Subsidiary acknowledge that they shall be fully responsible for obtaining the Equity Financing and each shall will use their respective reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain consummate the Equity Financing, including using their reasonable best efforts to (i) maintaining maintain in effect the Equity Financing Commitment Letteruntil the consummation of the transactions contemplated hereby, (ii) complying comply with all covenants and agreements of the Buyer Parent or the Transitory Merger Subsidiary set forth in the Equity Commitment LetterFinancing Commitment, (iii) satisfying satisfy on a timely basis all conditions applicable to the Buyer Parent or the Transitory Merger Subsidiary set forth in the Equity Financing Commitment Letter that are within their control (other than excluding any condition where the consummation failure to be so satisfied is a direct result of the Debt Financing, it being understood that Company’s failure to furnish information reasonably requested by Parent in accordance with the obligations terms of the Buyer and the Transitory Subsidiary with respect to the consummation of the Debt Financing are set forth in Section 5.4this Agreement), (iv) consummating upon satisfaction of such conditions and other conditions set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions) and subject to the other terms and provisions of this Agreement and the Equity Financing Commitment, consummate the financing contemplated by the Equity Financing Commitment Letter (subject to the terms and conditions set forth therein) at or prior to the Closing (and in any event prior to the Outside Date), and (vvi) enforcing enforce the obligations of the Investor and its respective investment Affiliates Sponsor (and the rights of the Buyer Parent and the Transitory Merger Subsidiary) under the Equity Commitment Letter. In no event shall Financing Commitment, but only to the Buyer or Transitory Subsidiary be required to seek or obtain equity financing other than the Equity Financing and in no event shall the Investor be required to provide Equity Financing in an amount in excess of the amount extent set forth in its Equity Commitment LetterSection 11.13(b). (b) Neither the Buyer Parent nor the Transitory Merger Subsidiary shall will amend, alter or waive, or agree to amend, alter or waive (in any case whether by action or inaction) ), any term of the Equity Financing Commitment Letter without the prior written consent of the Company, if Company to the extent such amendment, alteration or waiver would reasonably be expected to (i) reduce the aggregate amount of cash proceeds available from the Equity Financing to fund the amounts required to be paid by Parent or Merger Subsidiary under this Agreement below the amount to be provided as set forth in the Equity Commitment Letter unless amount, when aggregated with the Debt Financing is increased Financing, required to consummate the Merger and the other transactions contemplated by a corresponding amount, this Agreement or (ii) impose new or additional conditions, otherwise expand or otherwise amend, modify or expand any conditions, conditions to the receipt of the Equity Financing in a manner that would materially adverse to Parent or Merger Subsidiary or otherwise be reasonably be expected likely to (A) prevent, impair or materially delay the ability of Parent to consummate the Merger and the other transactions contemplated by this Agreement or impair the Closing, (B) make the funding of the Equity Financing (or satisfaction of the conditions to obtaining the Equity Financing) less likely to occur, or (C) adversely impact the ability of the Buyer Parent or the Transitory Merger Subsidiary to enforce its rights against the other parties to the Equity Commitment Letter, Financing Commitment. Parent will keep the ability Company reasonably informed with respect to all material activity concerning the Equity Financing and will give the Company prompt notice of any adverse change with respect to the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated herebyEquity Financing. Each of the Buyer Parent and the Transitory Merger Subsidiary agrees to notify the Company promptly, and in any event within one (1) Business Day, promptly if at any time prior to the Closing Date (i) the Equity Financing Commitment Letter expires or is terminated for any reason (or if any person attempts or purports to terminate the Equity Commitment Letter, whether or not such attempted or purported termination is valid)reason, (ii) any Investor the Sponsor refuses to provide the full Equity Financing on the terms set forth in its the Equity Commitment Letter Financing Commitment, or (iii) the Buyer for any reason, Parent or the Transitory Merger Subsidiary believe no longer believes in good faith that they it will not be able to obtain all or any portion of the Equity Financing on the terms set forth in the Equity Commitment LetterFinancing Commitment. (c) Parent and Merger Subsidiary each acknowledge and agree that the obtaining of the Equity Financing is not a condition to the Closing.

Equity Financing Commitment. (a) The Buyer Parent and the Transitory Merger Subsidiary acknowledge that they shall be fully responsible for obtaining have committed to provide, subject to the Equity Financing and each shall use reasonable best efforts to take (or cause to be taken) all actionsCommitment, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment LetterFinancing Commitment, (ii) ensuring the accuracy of all representations and warranties of Parent or Merger Subsidiary set forth in the Equity Financing Commitment, (iii) complying with all covenants and agreements of the Buyer Parent or the Transitory Merger Subsidiary set forth in the Equity Commitment LetterFinancing Commitment, (iiiiv) satisfying on a timely basis all conditions applicable to the Buyer Parent or the Transitory Merger Subsidiary set forth in the Equity Financing Commitment Letter that are within their control control, (v) upon satisfaction of such conditions and other than the consummation of the Debt Financing, it being understood that the obligations of the Buyer and the Transitory Subsidiary with respect to the consummation of the Debt Financing are conditions set forth in Section 5.49.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions), (iv) consummating the Equity Financing financing contemplated by the Equity Financing Commitment Letter (subject to the terms and conditions set forth therein) at or prior to the Closing (and in any event prior to the Outside Date), ) and (vvi) fully enforcing the obligations of the Investor Equity Providers and its respective their investment Affiliates affiliates (and the rights of the Buyer Parent and the Transitory Merger Subsidiary) under the Equity Commitment Letter. In no event shall the Buyer or Transitory Subsidiary be required to seek or obtain equity financing other than the Equity Financing and in no event shall the Investor be required to provide Equity Financing in an amount in excess of the amount set forth in its Equity Commitment LetterCommitment. (b) Neither the Buyer Parent nor the Transitory Merger Subsidiary shall amend, alter alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction) ), any term of the Equity Financing Commitment Letter without the prior written consent of the Company, if such amendment, alteration or waiver would (i) reduce the aggregate amount of the Equity Financing below the amount to be provided as set forth in the Equity Commitment Letter unless the Debt Financing is increased by a corresponding amount, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Equity Financing in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of the Equity Financing (or satisfaction of the conditions to obtaining the Equity Financing) less likely to occur, or (C) adversely impact the ability of the Buyer or the Transitory Subsidiary to enforce its rights against the other parties to the Equity Commitment Letter, the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Each of the Buyer Parent and the Transitory Merger Subsidiary agrees to notify the Company promptly, and in any event within one (1) Business Day, promptly if at any time prior to the Closing Date (i) the Equity Financing Commitment Letter expires or is terminated for any reason (or if any person attempts or purports to terminate the Equity Commitment LetterFinancing Commitment, whether or not such attempted or purported termination is valid), (ii) any Investor refuses the Equity Providers refuse to provide or express an intent in writing to refuse to provide the full Equity Financing on the terms set forth in its the Equity Financing Commitment Letter or (iii) the Buyer for any reason, Parent or the Transitory Merger Subsidiary believe no longer believes in good faith that they it will not be able to obtain all or any portion of the Equity Financing on the terms set forth in the Equity Commitment LetterFinancing Commitment. (c) Parent and Merger Subsidiary each acknowledge and agree that the obtaining of the Equity Financing is not a condition to the Closing.