Actions Under the Merger Agreement. 3.1.1 The Sponsors, by mutual agreement, shall have the right to cause Parent or Merger Sub to take any action or refrain from taking any action (i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity Commitment Letters, and (ii) in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including (a) determining that the Closing Conditions have been satisfied and, assuming such satisfaction, determining to close the Merger, (b) waiving compliance with any covenants, agreements or the Closing Conditions contained in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions (as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto.
3.1.2 In the event that (x)(i) the Closing Conditions and all other obligations o...
Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s consent. Parent shall not, and the Investors shall not permit Parent to, determine that Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or take any other action with respect to the Merger Agreement unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), Parent, by action of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof.
Actions Under the Merger Agreement. The Investors acting jointly shall have the sole power, authority and discretion to cause Parent and Merger Sub to take any action or refrain from taking any action in order to comply with their obligations, satisfy their closing conditions or exercise their rights under the Merger Agreement, including, without limitation, (a) determining that the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (the “Closing Conditions”) have been satisfied or waiving compliance with any agreement or condition in the Merger Agreement, including any Closing Condition, or (b) amending or modifying the Merger Agreement and determining to consummate the Merger; provided, that the Investors may not cause Parent and Merger Sub to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent and Merger Sub shall not, and the Investors shall not permit Parent or Merger Sub to, determine that any Closing Condition has been satisfied, waive any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger unless such action has been approved in advance in writing by each Investor. Parent and Merger Sub shall not take any action with respect to the Merger Agreement, including granting or withholding of waivers or entering into amendments, unless such actions are in accordance with this Agreement.
Actions Under the Merger Agreement. Subject to Section 2.2 below and subject to consulting with the other Investors, the Investor or Investors holding a majority of the Commitments and the Rollover Commitment, taken as a whole, in the aggregate (the “Majority Holder”) may cause Parent to take or refrain from taking any action with respect to the Merger Agreement and the transactions contemplated thereby, including: (a) determining that the conditions to closing specified in Sections 6.1 and 6.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, (b) waiving compliance with any agreements or any Closing Conditions contained in the Merger Agreement, (c) amending, supplementing or modifying the Merger Agreement or (d) terminating the Merger Agreement.
Actions Under the Merger Agreement. The Investors, acting jointly, shall cause Parent, MergerCo 1 and MergerCo 2 to take any action or refrain from taking any action in order for Parent, MergerCo 1, MergerCo 2 to comply with their obligations, satisfy their closing conditions or exercise their rights under the Merger Agreement, the Equity Commitment Letters and the Transaction (and no Investor, acting individually, shall cause Parent, MergerCo 1 or MergerCo 2 to take any such action), including (a) waiving any of the conditions to Closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”), (b) waiving compliance with any provisions, agreements, covenants or obligations contained in the Merger Agreement (including the Closing Conditions), (c) amending, supplementing, modifying or terminating the Merger Agreement or the Equity Commitment Letters, or assigning any of Parent’s, MergerCo 1’s or MergerCo 2’s rights or obligations under any of the foregoing, (d) controlling, directing and settling any stockholder-related suit, claim or proceeding arising in connection with the Transaction and (e) controlling all other matters related to the Merger Agreement and the Equity Commitment Letters; provided that the Blackstone Investor shall have the sole right to cause Parent to take any action or refrain from taking any action under the Support Agreement, including enforcing Parent’s rights thereunder.
Actions Under the Merger Agreement. (a) All actions and decisions of the Investors or MergerCo relating to the Merger Agreement and any related agreements, including any negotiations relating to any of the foregoing, shall require the prior approval of the Majority Investors, and such Majority Investors may cause MergerCo to take any action or refrain from taking any action in order for MergerCo to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement or any related agreement, including causing MergerCo to (i) amend or agree to an amendment of the Merger Agreement, (ii) waive or determine to be satisfied any condition to closing specified in the Merger Agreement (each, a “Closing Condition”) or (iii) determine any Closing Condition not to be satisfied. MergerCo shall not, and the Investors shall not permit MergerCo to, without the prior consent of the affected Investor, amend, or agree to any amendment of, the Merger Agreement in a manner that (1) discriminates against an Investor relative to the other Investors in a manner that is materially adverse to such Investor or (2) would require any amendment to the Commitment Letter of such Investor.
Actions Under the Merger Agreement. The Investors, acting together, may cause Purchaser to take any action or refrain from taking any action with respect to the Merger Agreement, including, without limitation, taking any action or refraining from taking any action in order for Purchaser to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, amend or modify the Merger Agreement, waive compliance with any agreements contained in the Merger Agreement, and cause Purchaser to determine that the conditions to closing specified in Sections 6.1 and 6.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied or to waive compliance with any Closing Condition and to close the transactions contemplated by the Merger Agreement in accordance with its terms (except as so waived); provided that (i) the decision to waive the conditions to closing specified in Sections 6.03(e) and 6.03(f) of the Merger Agreement shall be made by the ML Investor in its sole and absolute discretion and (ii) no other such action shall be taken or refrained from being taken without the consent of the ML Investor and the Rollover Investors.
Actions Under the Merger Agreement. The Requisite Stockholders may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including (a) determining that the conditions to closing specified in Section 5.01 of the Merger Agreement (the “Closing Conditions”) have been satisfied, (b) waiving compliance with any covenants, agreements and conditions contained in the Merger Agreement, including any Closing Condition, (c) amending, supplementing or modifying the Merger Agreement and (d) determining to consummate the Merger. Parent shall not, and the Stockholders shall not permit Parent to, determine that Closing Conditions have been satisfied, waive compliance with any covenants, agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend, supplement or modify the Merger Agreement or determine to close the Merger, or take any other action or refrain from taking any action with respect to the Merger Agreement, unless such action has been approved by the Requisite Stockholders.
Actions Under the Merger Agreement. The prior approval of all the Investors shall be required to cause Holdings to, and Holdings shall not without such approval, take any action or refrain from taking any action in order for Holdings to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determination by Holdings that the conditions to closing specified in [Sections 7.1 and 7.2] of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement and determining to close the Merger.
Actions Under the Merger Agreement. General Atlantic and Trident acting jointly shall have the right to cause the Buyer Parties to take any action or refrain from taking any action in order for the Buyer Parties to comply with their respective obligations, satisfy their respective closing conditions or exercise their respective rights under the Merger Agreement, including (a) determining that the conditions to Closing set forth in Article VII of the Merger Agreement have been satisfied (which determination shall be final and binding) and, assuming such satisfaction, determining to close the Merger, (b) waiving compliance with any covenants, agreements or the conditions to Closing contained in the Merger Agreement, (c) amending, supplementing or modifying, or waiving any provision of, the Merger Agreement or any other agreement entered into in connection therewith, including the Debt Commitment Letters or any other agreement with a Debt Financing Source in any manner, (d) terminating the Merger Agreement or (e) subject to Section 3.6, settling any stockholder-related suit or any other claim or proceeding arising in connection with the transactions contemplated by the Merger Agreement. Notwithstanding anything to the contrary contained herein, the Sponsors shall each use reasonable best efforts to jointly cause the Buyer Parties to comply with their obligations under the Merger Agreement and consummate the Closing in accordance with the Merger Agreement unless both Sponsors determine otherwise.
