Common use of Consummation of the Transactions Clause in Contracts

Consummation of the Transactions. Subject to Section 2.3.2(iv), in the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 2.1 and Section 2.2) and the Requisite Investors determine to close the Merger, the Requisite Investors may terminate the participation in the Transactions of any Investor that does not (or whose Affiliate does not) fulfill its Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill its Commitment (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor or its Affiliates, as applicable, with respect to such failure or declination to fund, which rights shall be as provided in Section 3.4 and Section 3.5 hereof. In the event the Requisite Investors terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Commitment shall first be offered to all EC Investors (other than any (a) Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting Investor or EC Investor who declines to accept its full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts as may be determined by the Requisite Investors; and (z) if there remains any outstanding portion of such Non-Consenting Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors in such amounts as may be determined by the Requisite Investors. Notwithstanding anything to the contrary contained herein, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided, any Failing Investor that participates in the Transactions as a result of the Closing Investors exercising their rights to seek specific performance pursuant to Section 3.4 shall no longer be deemed a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in full.

Consummation of the Transactions. Subject to Section 2.3.2(iv), in In the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 2.1 and Section 2.2) and the Requisite Investors determine to close the Merger, the Requisite Investors may may, acting jointly, terminate the participation in the Transactions of any Investor that does not (or whose Affiliate does not) fulfill fulfil its Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill fulfil its Commitment (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) or Parent against such Failing Investor or its Affiliates, as applicable, with respect to such failure or declination to fundfulfil its Commitment, which rights shall be as provided in Section 3.4 and Section 3.5 hereof(in addition to any rights of the Closing Investors or Parent pursuant to any other agreement). In the event the Requisite Investors terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Commitment shall first be offered to all the EC Investors Investor (other than any (a) unless the EC Investor is the Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity CommitmentsInvestor); (y) if any the EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, or if the EC Investor is the Failing Investor, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment will be offered to all other Investors (other than any Failing Investor, Non-Consenting Investor or any EC Investor who declines to accept its the full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts as may be jointly determined by the Requisite Investors; and (z) if there remains any outstanding portion of such Non-Consenting Failing Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion may be offered to new investors in such amounts as may be jointly determined by the Requisite Investors. Notwithstanding anything to the contrary contained herein, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided, any Failing Investor that participates in the Transactions as a result of the Closing Investors exercising their rights to seek specific performance pursuant to Section 3.4 shall no longer be deemed a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in full.

Consummation of the Transactions. Subject Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by the Chairman Parties to Section 2.3.2(iv)obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Parties, desirable for the consummation of the Transactions. In the event that the Closing Conditions conditions set forth in Sections 7. 1, 7.2 and 7.3 of the Merger Agreement are satisfied or validly waived (subject in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the requirements Merger in Section 2.1 and Section 2.2) and accordance with the Requisite Investors determine to close terms of the MergerMerger Agreement, the Requisite Investors may Chairman Parties shall have the right to terminate the participation in the Transactions of by any Investor that does not (or whose Affiliate does not) fulfill its Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill its Commitment Sponsor (a “Failing InvestorSponsor”)) that (i) breaches such Sponsor’s obligation under the Equity Commitment Letter of such Sponsor to fund the Equity Commitment or (ii) asserts in writing such Sponsor’s unwillingness to fund such Equity Commitment; provided, that such termination shall not affect the rights or remedies of the Closing Investors Chairman Parties against such Failing Sponsor or its Affiliates with respect to such breach or threatened breach. If the Chairman Parties terminate a Failing Sponsor’s participation in the Transactions pursuant to the immediately preceding sentence, then the Chairman Parties shall decide to offer one or more Sponsors or Additional Sponsors (as defined below) against such Failing Investor or its Affiliates, as applicable, with respect the opportunity to such failure or declination purchase the equity interest of Parent for the Transactions to fund, which rights shall be as provided in Section 3.4 and Section 3.5 hereof. In the event the Requisite Investors terminate a Failing Investor’s participation in the Transactions, (x) replace the amount of such Failing InvestorSponsor’s Commitment shall first be offered to all EC Investors (other than any (a) Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting Investor or EC Investor who declines to accept its full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts as may be determined by the Requisite Investors; and (z) if there remains any outstanding portion of such Non-Consenting Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors in such amounts as may be determined by the Requisite Investors. Notwithstanding anything to the contrary contained herein, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided, any Failing Investor that participates in the Transactions as a result of the Closing Investors exercising their rights to seek specific performance pursuant to Section 3.4 shall no longer be deemed a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in full.

Consummation of the Transactions. (a) Subject to Section 2.3.2(iv)the terms and conditions of this Agreement, in each of the Parties agrees and undertakes to use his or its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated by the Transaction Documents. (b) In the event that the Closing Conditions are satisfied or validly waived (subject in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obliged to consummate the requirements Merger in Section 2.1 and Section 2.2) and accordance with the Requisite Investors determine to close the MergerMerger Agreement, the Requisite Investors who are not Failing Investors (as defined below), acting jointly, may (i) terminate the participation in the Transactions of any Investor that does not (or whose Affiliate does not) fulfill fails to fund its Commitment (as defined below) or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill fund its Commitment, in each case pursuant to the Equity Commitment Letter or Support Agreement, as applicable (a “Failing Investor”), and/or (ii) direct Parent and Holdco to enforce the obligation of any Failing Investors under the Equity Commitment Letter or Support Agreement, as applicable; provided, that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor or its Affiliates, as applicable, with respect to such failure breach or declination to fundthreatened breach, which rights shall be exercised in the manner as provided in Section 3.4 Sections ‎2.5 and Section 3.5 ‎2.11 hereof. In the event the Requisite Investors who are not Failing Investors, acting jointly, terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under the Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to all EC the Investors (other than any (a) who are not a Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to of their respective Equity Commitments; (y) Contemplated Ownership Percentage, and if any EC Investor accepts less than none or not all of such EC Investor’s pro rata portion of the a Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then accepted by the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor) in such proportions, Non-Consenting Investor or EC Investor then the Investors who declines to accept its full pro rata portion of are not Failing Investors, acting jointly, may offer such Failing Investor’s Commitment, or any Affiliate of portion thereof, to the foregoing) in such amounts as may be determined Rollover Shareholders or to one or more new investors approved by the Requisite Investors who are not Failing Investors; and (z) if there remains any outstanding portion of such Non-Consenting Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors in such amounts as may be determined by the Requisite Investors. Notwithstanding anything to the contrary contained herein, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided, any Failing Investor that participates in the Transactions as a result of the Closing Investors exercising their rights to seek specific performance pursuant to Section 3.4 shall no longer be deemed a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in fullacting jointly.

Consummation of the Transactions. Subject to Section 2.3.2(iv), in In the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 2.1 ‎Section 2.01 and Section 2.2‎Section 2.02) and the Requisite Investors determine to close the Merger, the Requisite Investors may terminate the participation in the Transactions of any Investor that does not (or whose Affiliate does not) fulfill its Commitment or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill its Commitment (such Investor, a “Failing Investor”)) and, in the event a Requisite Investor becomes a Failing Investor pursuant to this ‎Section 2.07, the other Requisite Investor (to the extent it or he is not an Failing Investor) may terminate the participation in the Transactions of such failing Requisite Investor, in each case by providing written notice of such termination to such Failing Investor; provided, that any such termination shall not affect the rights of Parent, MidCo, Merger Sub or the Closing Investors (as defined below) against such Failing Investor or its Affiliates, as applicable, with respect to such its failure or declination to fundfulfill its Commitment, which rights shall be as provided in Section 3.4 ‎Section 4.05 and Section 3.5 hereof. In ‎Section 4.06 (in addition and without prejudice to any rights of Parent, MidCo, Merger Sub or the event the Requisite Closing Investors terminate a Failing Investor’s participation in the Transactions, (x) the amount of such Failing Investor’s Commitment shall first be offered to all EC Investors (other than any (a) Failing Investor or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting Investor or EC Investor who declines to accept its full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts as may be determined by the Requisite Investors; and (z) if there remains any outstanding portion of such Non-Consenting Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors in such amounts as may be determined by the Requisite Investorsagreement). Notwithstanding anything to the contrary contained herein, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided, any Failing Investor that participates in the Transactions as a result of the Closing Investors exercising their rights to seek specific performance pursuant to Section 3.4 ‎Section 4.05 shall no longer be deemed a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its applicable Affiliates fulfill their Commitment in full.

Consummation of the Transactions. Subject to Section 2.3.2(iv), in In the event that the Closing Conditions are satisfied or validly waived (subject in accordance with the terms of the Merger Agreement and this Agreement and Parent and Merger Sub are obliged to consummate the requirements Merger in Section 2.1 and Section 2.2) and accordance with the Requisite Investors determine to close the MergerMerger Agreement, the Requisite Investors (acting jointly) may (i) direct Parent to enforce the obligation of any Failing Investors under its Equity Commitment Letter or Rollover Agreement, as applicable, pursuant to the terms and subject to the conditions thereunder and/or (ii) terminate the participation in the Transactions of any Investor that does not (or whose Affiliate does not) fails to fulfill its obligations to fund its Equity Commitment or effect its Rollover Commitment when required pursuant to the terms and subject to the conditions set forth in its Equity Commitment Letter or Rollover Agreement, as applicable (such obligations, the “Commitment” of such Investor) or that asserts (or whose Affiliate asserts) in writing its or its Affiliate’s unwillingness to fulfill its Commitment, in each case when required pursuant to its Equity Commitment Letter or Rollover Agreement, as applicable (each Investor whose participation is so terminated, a “Failing Investor”, and collectively, the “Failing Investors”); provided, provided that such termination shall not affect the rights of the Closing Investors (as defined below) or Parent against such Failing Investor or its Affiliates, as applicable, with respect to such failure breach or declination to fundthreatened breach, which rights shall be exercised in the manner as provided in Section 3.4 2.4 and Section 3.5 2.5 hereof. In ; provided, further, the event Surviving Provisions shall survive the Requisite Investors terminate termination of this Agreement with regard to any Failing Investor and Section 1.3(c) shall continue to apply to an Investor that is a Failing Investor for a period of two (2) years following such Investor becoming a Failing Investor’s participation in the Transactions, (x) the . The amount of such any Failing Investor’s Equity Commitment or Rollover Commitment, as applicable, shall first be offered to all EC one or more Investors (other than any (a) Failing Investor and/or one or (b) Non-Consenting Investor whose participation in the Transactions has been terminated pursuant to Section 2.2, or any Affiliate of the foregoing) in proportion to their respective Equity Commitments; (y) if any EC Investor accepts less than all of such EC Investor’s pro rata portion of the Failing Investor’s Commitment after offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such Failing Investor’s Commitment to all other Investors (other than any Failing Investor, Non-Consenting Investor or EC Investor who declines to accept its full pro rata portion of such Commitment, or any Affiliate of the foregoing) in such amounts more new investors as may be determined by all the Requisite Investors; and (z) if there remains any outstanding portion of such Non-Consenting Investor’s Commitment after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors in such amounts as may be determined by the Requisite Investors. Notwithstanding anything to the contrary contained herein, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided, any Failing Investor that participates in the Transactions as a result of the Closing Investors exercising their rights to seek specific performance pursuant to Section 3.4 shall no longer be deemed a Failing Investor and his, her or its approval or consent rights shall be restored, in each case as of the date such Failing Investor and its Affiliates fulfill their Commitment in full.