Common use of Closing Termination Clause in Contracts

Closing Termination. 3.1 The Company shall hold a closing (“Closing”) with respect to any Securities for which subscriptions have been accepted concurrently with the Closing (as defined in the Purchase Agreement). 3.2 As soon as practicable following the Closing, (a) evidence of delivery of uncertificated shares of Common Stock by book-entry representing the Common Stock purchased by each Subscriber pursuant to this Agreement and (b) the Convertible Notes, will be provided to such Subscriber. Each Subscriber hereby authorizes and directs the Company to deliver such evidence to such Subscriber’s address indicated on its signature page hereto. 3.3 This Agreement shall be terminated and the transactions contemplated hereby shall be abandoned immediately and automatically upon the Purchase Agreement being validly terminated in accordance with Article VII thereof; provided, however, that Sections 4.1, 4.2, 4.5, 4.6, 4.11 and 4.12 shall survive termination of this Agreement. 3.4 Each Subscriber’s obligation to consummate the transactions contemplated hereby, pay the Closing Payment and purchase at the Closing such number of shares of Common Stock as is set forth on such Subscriber’s signature page hereto and such principal amount of the Convertible Notes as set forth opposite its name on Exhibit D hereto shall be subject (i) to the substantially concurrent consummation of the Closing (as defined under the Purchase Agreement), (ii) to the substantially concurrent consummation of the $668,000,000 second lien term loan credit facility (the “Second Lien Term Loan Facility”) contemplated by that certain Commitment Letter, dated as of June 26, 2018, between the Company and GSO Capital Partners LP (the “Debt Commitment Letter”), (iii) to the substantially concurrent execution and delivery by the Company of the Registration Rights Agreement by the parties thereto, (iv) to the substantially concurrent execution and delivery by the Company and the other parties thereto of the Stockholder Agreement substantially in the form of Exhibit C hereto, and (v) to the substantially concurrent conversion or exchange of all of the shares of the Company’s preferred stock held by affiliates of Tengram Capital Partners, LP, which represent all of the issued and outstanding shares of the Company’s preferred stock, into Common Stock.

Closing Termination. 3.1 The Company shall hold a closing (“Closing”) with respect to any Securities for which subscriptions have been accepted on the date hereof concurrently with the Closing (as defined in the Purchase Agreement). 3.2 As soon as practicable following the Closing, (a) evidence Evidence of delivery of uncertificated shares of Common Stock by book-entry representing the Common Stock purchased by each the Subscriber pursuant to this Agreement and (b) the Convertible Notes, will be provided to such Subscriberthe Subscriber as soon as practicable following the Closing. Each The Subscriber hereby authorizes and directs the Company to deliver such evidence to such the Subscriber’s address indicated on its the signature page hereto. 3.3 This Agreement shall be terminated and the transactions contemplated hereby shall be abandoned immediately and automatically upon the Purchase Agreement being validly terminated in accordance with Article VII thereof; provided, however, that Sections 4.1, 4.2, 4.5, 4.6, 4.11 and 4.12 shall survive termination of this Agreement. 6 Note: Included in only J▇▇▇▇ ▇▇▇▇▇’▇ subscription agreement. 3.4 Each The Subscriber’s obligation to consummate the transactions contemplated hereby, pay the Closing Payment aggregate Purchase Price set forth on the Subscriber’s signature page hereto and purchase at the Closing such number of shares of Common Stock as is set forth on such the Subscriber’s signature page hereto and such principal amount of the Convertible Notes as set forth opposite its name on Exhibit D hereto shall be subject (i) to the substantially concurrent consummation of the Closing (as defined under the Purchase Agreement), ) [(ii) to the substantially concurrent consummation of the $668,000,000 second 685,000,000 first lien term loan credit facility (the “Second First Lien Term Loan Facility”) contemplated by that certain Commitment Letter, dated as of June 26, 2018, between the Company and GSO Ares Capital Partners LP Management LLC and HPS Investment Partners, LLC (the “Debt Commitment Letter”), (iii) to the substantially concurrent execution and delivery by the Company of the Registration Rights Agreement by the parties thereto, (iv) to the substantially concurrent execution and delivery by the Company and the other parties thereto of the Stockholder Agreement substantially in the form of Exhibit C hereto, and (v) iv)]7 to the substantially concurrent conversion or exchange of all of the shares of the Company’s preferred stock held by affiliates of Tengram Capital Partners, LP, which represent all of the issued and outstanding shares of the Company’s preferred stock, into Common Stock.

Closing Termination. 3.1 The Company shall hold a closing (“Closing”) with respect to any Securities for which subscriptions have been accepted concurrently with the Closing (as defined in the Purchase Agreement). 3.2 As soon as practicable following the Closing, (a) evidence of delivery of uncertificated shares of Common Stock by book-entry representing the Common Stock purchased by each Subscriber pursuant to this Agreement and (b) the Convertible Notes, will be provided to such Subscriber. Each Subscriber hereby authorizes and directs the Company to deliver such evidence to such Subscriber’s address indicated on its signature page hereto. 3.3 This Agreement shall be terminated and the transactions contemplated hereby shall be abandoned immediately and automatically upon the Purchase Agreement being validly terminated in accordance with Article VII thereof; provided, however, that Sections 4.1, 4.2, 4.5, 4.6, 4.11 and 4.12 shall survive termination of this Agreement. 3.4 Each Subscriber’s obligation to consummate the transactions contemplated hereby, pay the Closing Payment and purchase at the Closing such number of shares of Common Stock as is set forth on such Subscriber’s signature page hereto and such principal amount of the Convertible Notes as set forth opposite its name on Exhibit D hereto hereby shall be subject (i) to the substantially concurrent consummation of the Closing (as defined under the Purchase Agreement), (ii) to the substantially concurrent consummation of the $668,000,000 second lien term loan credit facility (the “Second Lien Term Loan Facility”) contemplated by that certain Commitment Letter, dated as of June 26, 2018, between the Company and GSO Capital Partners LP (the “Debt Commitment Letter”)Loans, (iii) to the substantially concurrent execution and delivery by the Company of the Registration Rights Agreement by the parties thereto, (iv) to the substantially concurrent execution and delivery by the Company and the other parties thereto of the Stockholder Agreement substantially in the form of Exhibit C hereto, and (v) to the substantially concurrent conversion or exchange of all of the shares of the Company’s preferred stock held by affiliates of Tengram Capital Partners, LP, which represent all of the issued and outstanding shares of the Company’s preferred stock, into Common Stock.