Common use of Equity Financing Clause in Contracts

Equity Financing. The Investor has delivered to the Company a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter dated as of the date of this Agreement (the “Equity Commitment Letter”) from the Equity Investors to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein in the Investor in connection with the Initial Closing (the “Initial Equity Financing”) and the Second Closing (the “Second Equity Financing” and together with the Initial Equity Financing, the “Equity Financing”). As of the date of this Agreement, the Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, and the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. As of the date of this Agreement, assuming the satisfaction of the conditions to the Initial Closing and the Second Closing, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Investor under any term or condition of the Equity Commitment Letter or that would, individually or in the aggregate, permit the Equity Investors to terminate the Equity Commitment Letter. Except as set forth in the Equity Commitment Letter, there are no (i) conditions precedent to the respective obligations of the Equity Investors to fund the full amount of the Initial Equity Financing or the Second Equity Financing at the Initial Closing or Second Closing, as applicable; or (ii) contractual contingencies under any agreements, side letters or arrangements relating to the Equity Financing to which either the Investor or any of its affiliates is a party that would permit the Equity Investors to reduce the total amount of the Equity Financing, or that would materially and adversely affect the availability of the Equity Financing.

Equity Financing. The Investor Parent has delivered to the Company a true, correct true and complete copy, as including all exhibits and schedules thereto, of the date of this Agreement, of an executed commitment letter letter, dated as of the date of this Agreement hereof (the “Equity Commitment Letter”) ), from the Equity Investors Guarantors, pursuant to investwhich the Guarantors have agreed to make equity investments in the Parent, subject to the terms and conditions therein, in cash in the aggregate amount set forth therein in the Investor in connection with the Initial Closing (the “Initial Equity Financing”) and the Second Closing (the “Second Equity Financing” and together with the Initial Equity Financing, the “Equity Financing”), for purposes of financing the Merger, the other transactions contemplated by this Agreement, and the related fees and expenses to be incurred by Parent in connection therewith. As of the date of this Agreement, the Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated contemplated, none of the obligations and the commitments contained therein in such letter have not been withdrawn withdrawn, terminated or rescinded in any respectrespect and no such withdrawal, termination or rescission is contemplated. As of the date of this Agreement, the Equity Commitment Letterthere are no other Contracts, in the form so delivered, is in full force and effect and side letters or arrangements to which Parent or Merger Sub or any Guarantor is a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, and the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or party relating to the enforcement of creditors’ rights generally; and (b) is subject to general principles of equityfunding or investing, whether considered in a proceeding at law or in equity. As as applicable, of the date of this Agreement, assuming the satisfaction full amount of the conditions to the Initial Closing and the Second ClosingFinancing, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained other than as expressly set forth in the Equity Commitment Letter. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Investor under any term or condition of the Equity Commitment Letter or that would, individually or in the aggregate, permit the Equity Investors to terminate the Equity Commitment Letter. Except Other than as set forth in the Equity Commitment Letter, there are no (i) conditions precedent or other contingencies related to the respective obligations funding or investing, as applicable, of the Equity Investors to fund the full amount of the Initial Financing. Assuming the satisfaction of the conditions set forth in Article VI, and assuming the Financing is funded in accordance with the Equity Financing Commitment Letter, the net proceeds of the Financing, together with the available unrestricted cash of the Company and its Subsidiaries and with the consideration to be issued under any Rollover Agreement, will in the aggregate be sufficient for Parent, Merger Sub or the Second Equity Financing at the Initial Closing or Second ClosingSurviving Corporation, as applicable; , to pay the aggregate Merger Consideration and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby (including all amounts payable in respect of Company Stock Options and Company RSUs under this Agreement) and to pay all related fees and expenses of the Parent, Merger Sub and the Company. The Equity Commitment Letter is (x) a legal, valid and binding obligation of the Parent, Guarantors and each of the other parties thereto, (y) enforceable in accordance with its terms against the Parent, Guarantors and each of the other parties thereto, in each case except as such enforceability may be limited by the Bankruptcy and Equity Exception, and (z) in full force and effect. As of the date hereof, each of Parent and Merger Sub has no reasonable basis to believe that it or (ii) contractual contingencies under any agreements, side letters or arrangements relating other party to the Equity Financing Commitment Letter will be unable to which either satisfy on a timely basis any term or condition therein. As of the Investor date hereof, no event has occurred that, with or without notice or lapse of time or both, would, or would reasonably be expected to, constitute a material default or material breach on the part of Parent, Merger Sub or any of its affiliates is a party that would permit the Guarantors pursuant to the Equity Investors Commitment Letter. For the avoidance of any doubt, Pxxxxx and Mxxxxx Sub acknowledge and agree that there is no financing contingency of any kind with respect to reduce the total amount any of the Equity Financing, or that would materially and adversely affect the availability of the Equity Financingtheir obligations under this Agreement.

Equity Financing. The Investor Purchaser has delivered to the Company Seller a true, correct accurate and complete copy, as of the date of this Agreement, copy of an executed commitment letter letter, dated as of the date of this Agreement hereof (such commitment letter, together with all annexes, schedules and exhibits thereto and, to the extent permitted hereby, all amendments, restatements, modifications and supplements thereto, the “Equity Commitment Letter”) from ), under which Guarantor has committed to provide to Purchaser the Equity Investors to investamount of equity financing set forth therein, subject solely to the terms and conditions therein, cash in the aggregate amount set forth therein in the Investor in connection with the Initial Closing (the “Initial Equity Financing”) and the Second Closing (the “Second Equity Financing” and together with the Initial Equity Financing, the “Equity Financing”). As The only condition precedent to the obligations of the date of this Agreement, parties under the Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, and the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. As of the date of this Agreement, assuming the satisfaction or the waiver of the conditions to the Initial Closing and the Second Closing, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained set forth in the Equity Commitment Letter. As of the date hereof, the Equity Commitment Letter is in full force and effect and has not been withdrawn, rescinded or terminated. As of this Agreementthe date hereof, the Equity Commitment Letter is a legal, valid and binding obligation of Purchaser and, to the actual knowledge of Purchaser’s officers, the other parties thereto except as limited by the Enforceability Limitations. The Equity Commitment Letter expressly provides, and shall continue to expressly provide, that Seller is an intended Third-Party beneficiary thereof for the purposes set forth therein. There are no other agreements, side letters or arrangements relating to the Equity Commitment Letter that would reasonably be expected to affect the availability, the amount or conditionality of the Equity Financing necessary to fund the Funds (as defined below), other than as expressly set forth in the Equity Commitment Letter. As of the date hereof, assuming the satisfaction of the conditions set forth in ARTICLE VII on the Closing Date, Purchaser has no reason to believe that any event has occurred whichthat, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Purchaser or, to the Investor actual knowledge of Purchaser’s officers, any other parties to the Equity Commitment Letter under any term or condition of the Equity Commitment Letter or that would, individually or in the aggregate, permit the Equity Investors to terminate the Equity Commitment Letter. Except as set forth in the Equity Commitment Letter, there are no (i) conditions precedent to the respective obligations a failure of the Equity Investors to fund the full amount of the Initial Equity Financing or the Second Equity Financing at the Initial Closing or Second Closing, as applicable; or (ii) contractual contingencies under any agreements, side letters or arrangements relating condition to the Equity Financing to which either or otherwise result in the Investor or any of its affiliates is a party that would permit Funds being unavailable on the Equity Investors to reduce the total amount of Closing Date. The proceeds from the Equity Financing, together with other amounts available to Purchaser (including cash on hand and other available financing), are sufficient to pay all amounts required to be paid by Purchaser at the Closing pursuant to the terms of this Agreement, and to pay all of its fees and expenses in connection with the Transactions and the Equity Financing (sufficient proceeds, the “Funds”). In no event shall the receipt by, or that would materially and adversely affect the availability of any funds or financing to, Purchaser or any other financing be a condition to Purchaser’s obligation to consummate the Equity FinancingTransactions.

Equity Financing. The Investor Parent has delivered heretofore furnished to the Company a true, complete and correct and complete copy, as copy of the date of this AgreementEquity Commitment Letter, of an executed commitment letter dated as of October 3, 2011, between Parent and the date of this Agreement investor parties thereto (the “Equity Commitment LetterFinancing Commitment”) from ), pursuant to which the Equity Investors to investinvestor parties thereto has committed, subject to the terms and conditions set forth therein, to invest in Parent the cash in the aggregate amount set forth therein in the Investor in connection with the Initial Closing (the “Initial Equity Financing”) and the Second Closing (the “Second Equity Financing” and together with the Initial Equity Financing, the “Equity Financing”). As , which is sufficient to pay the Merger Consideration in respect of all of the date of this AgreementShares, all other amounts due in connection with the Merger and any and all fees and expenses required to be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Merger and the Equity Financing. The Equity Financing Commitment Letter has not been amended or modified, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, Parent and the other parties thereto, except that such enforceability (a) may . The Equity Financing Commitment has not been and will not be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting amended or relating to modified. The commitment contained in the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity, whether considered Equity Financing Commitment has not been withdrawn or rescinded in a proceeding at law or in equityany respect. As of the date of this Agreement, assuming the satisfaction of the conditions to the Initial Closing and the Second Closing, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. As of the date of this Agreementhereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under the Investor under Equity Financing Commitment and, subject to the accuracy of the representations and warranties in Article III and the satisfaction of the conditions set forth in Article VI, neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Equity Commitment Letter or that would, individually or in the aggregate, permit the Equity Investors closing to terminate the Equity Commitment Letter. Except as set forth in the Equity Commitment Letter, there are no (i) conditions precedent to the respective obligations of the Equity Investors to fund the full amount of the Initial Equity Financing or the Second Equity Financing at the Initial Closing or Second Closing, as applicable; or (ii) contractual contingencies under any agreements, side letters or arrangements relating be satisfied by it pursuant to the Equity Financing Commitment on or prior to which either the Investor Closing Date. There are no conditions precedent or any other contingencies related to the funding of its affiliates is a party that would permit the Equity Investors to reduce the total full amount of the Equity Financing, other than as expressly set forth in the Equity Financing Commitment. Parent and Merger Sub expressly acknowledge and agree that their obligations hereunder, including their obligations to consummate the Merger, are not subject to, or that would materially and adversely affect the availability conditioned upon, receipt of any financing (including the Equity Financing).

Equity Financing. The Investor Schedule 5.21 sets forth a complete list of Subscription Agreements that CBAH has delivered received and accepted from the Equity Investors as of the date hereof pursuant to which the Equity Investors have committed, subject solely to the Company a trueterms and conditions thereof and expressly stated therein, correct to acquire CBAH Class A Common Stock immediately prior to the Closing. CBAH has delivered, or will deliver promptly after the execution and complete copy, as delivery of this Agreement and in any event no later than the end of the day following the date of this Agreement, of an executed commitment letter dated as to the Company true, complete and correct copies of the date of this Agreement (the “Equity Commitment Letter”) from the Equity Investors to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein in the Investor in connection with the Initial Closing (the “Initial Equity Financing”) and the Second Closing (the “Second Equity Financing” and together with the Initial Equity Financing, the “Equity Financing”). As of the date of this Agreement, the Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, and the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. As of the date of this Agreement, assuming the satisfaction of the conditions to the Initial Closing and the Second Closing, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Investor under any term or condition of the Equity Commitment Letter or that would, individually or in the aggregate, permit the Equity Investors to terminate the Equity Commitment Letterexecuted Subscription Agreements. Except as set forth in the Equity Commitment LetterSubscription Agreements, there are no (i) conditions precedent to the respective obligations of the Equity Investors to fund provide the full amount of the Initial Equity Financing or the Second Equity Financing at the Initial Closing or Second Closing, as applicable; or (ii) contractual any contingencies under any agreements, side letters or arrangements relating to the Equity Financing to which either the Investor or any of its affiliates is a party that would permit the Equity Investors to reduce the total amount of the Equity Financing. There are no other agreements, side letters or arrangements relating to the Equity Financing to which CBAH or any of its Affiliates is a party that would materially and adversely affect could impose conditions to the availability funding of the Equity Financing, other than those set forth in the Subscription Agreements. CBAH does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Subscription Agreements at the time it is required to consummate the Closing hereunder. None of the executed Subscription Agreements have been modified, altered or amended, nor, to the knowledge of CBAH, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the executed Subscription Agreements have been withdrawn, terminated or rescinded prior to the date of this Agreement. The Subscription Agreements are (or shall be when executed) (as to CBAH and, to the knowledge of CBAH, the other parties thereto) valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, which would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of CBAH under the terms and conditions of the Subscription Agreements, other than any such default, breach or failure that has been irrevocably waived by the applicable Equity Investor or otherwise cured in a timely manner by CBAH to the satisfaction of such Equity Investor. There are no commitment fees or other fees required to be paid pursuant to the terms of the Subscription Agreements.

Equity Financing. The Investor has delivered to the Company a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter dated as of the date of this Agreement (the “Equity Commitment Funding Letter”) from the Equity Investors to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein in the Investor in connection with the Initial Closing (the “Initial Equity Financing”) and the Second Closing (the “Second Equity Financing” and together with the Initial Equity Financing, the “Equity Financing”). As of the date of this Agreement, the Equity Commitment Funding Letter has not been amended or modified, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Commitment Funding Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Investor, enforceable in accordance with its their terms, and and, to the knowledge of the Investor, the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws laws of general application affecting or relating to the enforcement of creditors’ rights generally; generally and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. The Company is not obligated to pay any commitment fees or other fees in connection with the Equity Funding Letter that are payable on or prior to the date of this Agreement. The net proceeds contemplated by the Equity Financing will, together with cash and cash equivalents available to the Investor, be sufficient to pay the Purchase Price upon the terms contemplated by this Agreement. As of the date of this Agreement, assuming the satisfaction of the conditions to the Initial Closing and the Second Closing, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained in the Equity Commitment Funding Letter. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Investor under any term or condition of the Equity Commitment Funding Letter or that would, individually or in the aggregate, permit the Equity Investors to terminate terminate, or to not make the Equity Commitment Letterinitial funding of the facilities to be established thereunder upon satisfaction of all conditions thereto. Except as set forth in the Equity Commitment Funding Letter, there are no (i) conditions precedent to the respective obligations of the Equity Investors to fund the full amount of the Initial Equity Financing or the Second Equity Financing at the Initial Closing or Second Closing, as applicableFinancing; or (ii) contractual contingencies under any agreements, side letters or arrangements relating to the Equity Financing to which either the Investor or any of its affiliates Affiliates is a party that would permit the Equity Investors to reduce the total amount of the Equity Financing, or that would materially and adversely affect the availability of the Equity Financing. The Equity Funding Letter provides, and will continue to provide, that the Company is a third party beneficiary thereof in accordance with the terms and conditions of the Equity Funding Letter as of the date of this Agreement. The Investor acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding the Investor’s or any other Person’s ability to obtain financing for the consummation of the Transactions.

Equity Financing. The Investor Schedule 5.22 sets forth a complete list of Subscription Agreements that Holicity has delivered received and accepted from the Equity Investors as of the date hereof pursuant to which the Equity Investors have committed, subject solely to the Company a trueterms and conditions thereof and expressly stated therein, correct to acquire Holicity Class A Common Stock immediately prior to the Closing. Holicity has delivered, or will deliver promptly after the execution and complete copy, as delivery of this Agreement and in any event no later than the end of the day following the date of this Agreement, of an executed commitment letter dated as to the Company true, complete and correct copies of the date of this Agreement (the “Equity Commitment Letter”) from the Equity Investors to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein in the Investor in connection with the Initial Closing (the “Initial Equity Financing”) and the Second Closing (the “Second Equity Financing” and together with the Initial Equity Financing, the “Equity Financing”). As of the date of this Agreement, the Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, and the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. As of the date of this Agreement, assuming the satisfaction of the conditions to the Initial Closing and the Second Closing, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Investor under any term or condition of the Equity Commitment Letter or that would, individually or in the aggregate, permit the Equity Investors to terminate the Equity Commitment Letterexecuted Subscription Agreements. Except as set forth in the Equity Commitment LetterSubscription Agreements, there are no (i) conditions precedent to the respective obligations of the Equity Investors to fund provide the full amount of the Initial Equity Financing or the Second Equity Financing at the Initial Closing or Second Closing, as applicable; or (ii) contractual any contingencies under any agreements, side letters or arrangements relating to the Equity Financing to which either the Investor or any of its affiliates is a party that would permit the Equity Investors to reduce the total amount of the Equity Financing. There are no other agreements, side letters or arrangements relating to the Equity Financing to which Holicity or any of its Affiliates is a party that would materially and adversely affect could impose conditions to the availability funding of the Equity Financing, other than those set forth in the Subscription Agreements. Holicity does not have any reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Subscription Agreements at the time it is required to consummate the Closing hereunder. None of the executed Subscription Agreements have been modified, altered or amended, nor, to the Knowledge of Holicity, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the executed Subscription Agreements have been withdrawn, terminated or rescinded prior to the date of this Agreement. Subject to its terms and conditions, the Equity Financing, when funded in accordance with the Subscription Agreements, will provide Holicity with acquisition financing proceeds on the Closing Date sufficient, together with available cash of Holicity, to consummate the Transactions. The Subscription Agreements are (or shall be when executed) (as to Holicity and to the Knowledge of Holicity, the other parties thereto) valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, which would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Holicity under the terms and conditions of the Subscription Agreements, other than any such default, breach or failure that has been irrevocably waived by the applicable Equity Investor or otherwise cured in a timely manner by Holicity to the satisfaction of such Equity Investor. There are no commitment fees or other fees required to be paid pursuant to the terms of the Subscription Agreements.

Equity Financing. The Investor has delivered to the Company a true, correct and complete copy, as of the date of this Agreement, of an executed commitment letter dated as of the date of this Agreement (the “Equity Commitment Letter”) from the Equity Investors to invest, subject to the terms and conditions therein, cash in the aggregate amount set forth therein in the Investor in connection with the Initial Closing (the “Initial Equity Financing”) and the Second Closing (the “Second Equity Financing” and together with the Initial Equity Financing, the “Equity Financing”). As of the date of this Agreement, the Equity Commitment Letter has not been amended or modified, no such amendment or modification is contemplated and the commitments contained therein have not been withdrawn or rescinded in any respect. As of the date of this Agreement, the Equity Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Investor, enforceable in accordance with its their terms, and and, to the knowledge of the Investor, the other parties thereto, except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally; and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity. The Company is not obligated to pay any commitment fees or other fees in connection with the Equity Commitment Letter that are payable on or prior to the date of this Agreement. As of the date of this Agreement, assuming the satisfaction of the conditions to the Initial Closing and the Second Closing, the Investor has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. The net proceeds contemplated by the Equity Financing will, together with cash and cash equivalents available to the Investor and the Stock Consideration, be sufficient to pay the Purchase Price upon the terms contemplated by this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Investor under any term or condition of the Equity Commitment Letter or that would, individually or in the aggregate, permit the Equity Investors to terminate terminate, or to not make the Equity Commitment Letterinitial funding of the facilities to be established thereunder upon satisfaction of all conditions thereto. Except as set forth in the Equity Commitment Letter, there are no (i) conditions precedent to the respective obligations of the Equity Investors to fund the full amount of the Initial Equity Financing or the Second Equity Financing at the Initial Closing or Second Closing, as applicableFinancing; or (ii) contractual contingencies under any agreements, side letters or arrangements relating to the Equity Financing to which either the Investor or any of its affiliates is a party that would permit the Equity Investors to reduce the total amount of the Equity Financing, or that would materially and adversely affect the availability of the Equity Financing. The Investor acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding the Investor’s or any other Person’s ability to obtain financing for the consummation of the Transactions.