Common use of Upward Adjustment Clause in Contracts

Upward Adjustment. If the Requisite Investors determine that the Required Investment is greater than the aggregate Equity Commitments of the Investors, then (x) the amount of such excess 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 such excess after the offer is made pursuant to clause (x) above, then the Requisite Investors may offer the remaining portion of such excess 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 excess, 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 excess after the offer is made pursuant to clause (y) above, then the Requisite Investors may offer such outstanding portion to new investors selected by the Requisite Investors in such amounts as may be determined by the Requisite Investors. Any additional commitment accepted by an Investor pursuant to this Section 2.3.2(iii) shall be made on the same terms and conditions as such Investor’s existing commitment (provided, that to the extent an Investor is satisfying its commitment by the contribution of Rollover Shares, and such Investor does not have sufficient Shares available to satisfy such additional commitment, such Investor shall satisfy such additional commitment with a cash contribution on the same terms and conditions as the Equity Commitments).