Conditions. The Sponsor’s Commitment shall be subject to # the execution and delivery of the Merger Agreement by the Company, Parent and Merger Sub, and # the satisfaction or waiver (to the extent permitted under applicable Law) at the Closing of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in [Section 7.1] and [Section 7.2] of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions). The Sponsor may allocate all or a portion of the Commitment to # one or more Subsidiaries of the Sponsor or an investment fund managed by the Sponsor or an Affiliate of the Sponsor, or # subject to the prior written consent of Holdco, other persons, provided that in each case, # such allocation shall not relieve the Sponsor of its obligations hereunder if such person to which the Commitment is allocated does not perform, and # the Sponsor’s Commitment hereunder will only be reduced by any amounts of capital actually contributed to Holdco by such Subsidiaries, investment funds or other persons (and not returned) at or prior to the Closing Date for the purpose of funding a portion of the Merger Consideration, any other amounts required to be paid pursuant to the Merger Agreement and related fees and expenses pursuant to the Merger Agreement.

Conditions. The obligations of the Initial Purchasers to purchase the Securities under this Agreement are subject to the performance by each of the Company and the Guarantors of their respective covenants and obligations hereunder and the satisfaction of each of the following conditions:

Conditions. This Amendment (other than Section 9 below, which is effective immediately upon this Amendment’s execution and delivery) will be effective as of the Effective Date upon satisfaction of the following conditions:

The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment of the following conditions:

Conditions. Each Incremental Facility shall become effective as of the Incremental Effective Date; provided that:

CONDITIONS. The effectiveness of this Business Financing Modification Agreement is conditioned upon payment of the Domestic Facility Fee, EXIM Facility Fee, EXIM Application Fee, and Due Diligence Fee.

Conditions. The consummation of the transactions contemplated by this Letter of Intent shall be subject to satisfaction of the following conditions:

Conditions. Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until it has been executed and delivered by all parties to the Credit Agreement as amended hereby.

Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur on the Put Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or make available for delivery by way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent (as defined below) and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to # the Shares Purchase Price multiplied by # the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall promptly deliver such sold Shares to the Company.

Closing Certificate. The Administrative Agent shall have received # a certificate of each Loan Party party hereto on the date hereof, dated the Closing Date, substantially in the form of Exhibit C-11], with appropriate insertions and attachments, # a long form good standing certificate for each Loan Party from its jurisdiction of organization, incorporation or other organization, as applicable, and # a certificate from a Responsible Officer of the Borrower, substantially in the form of Exhibit C-22].