Common use of Certain Other Transactions Clause in Contracts

Certain Other Transactions. (a) Prior to the Effective Time and subject to the satisfaction or waiver of all conditions to Closing, Parent shall cause its applicable Affiliates to exercise all of the FFH Warrants on a non-cashless basis, and the shares issuable as a result of such exercise shall be deemed to be Rollover Shares. (b) If any Company Common Shares are at the Effective Time subject to any “holdback,” “escrow,” or similar mechanism pursuant to the APR Purchase Agreement (collectively, the “APR Holdback”), the parties shall, at and with effect as of the Effective Time, cause the APR Purchase Agreement to be amended in a manner that, notwithstanding anything therein to the contrary, will provide that any right of any Person to receive a Company Common Share upon termination of the APR Holdback shall be extinguished and replaced with the right to receive, following the termination of the APR Holdback after the Effective Time, $15.50 in cash per each such Company Common Share that would otherwise have been received by Person. The Company will take, and cause its applicable Subsidiary to take, required actions to amend the APR Purchase Agreement to implement the foregoing. (c) Neither Parent nor any of its Affiliates shall amend, supplement or modify in any respect, at or prior to the Effective Time, the Joint Bidding Agreement, the Parent Governing Documents (including any forms thereof), or any other Contract, or enter into any new Contract, in a manner that would cause the representations in the last sentence of Section 5.08(a), or in any provision of Section 5.08(b), Section 5.08(c) or Section 5.08(d) to be untrue (without limiting the issuance of the APR Holdback shares in accordance with the terms of the APR Holdback Agreement). For the avoidance of doubt, any such amendments, supplements, modifications or new Contracts shall comply in all respects with the requirements set forth on Section 5.08(c) of the Parent Disclosure Schedule.