Agreements Among the Investors. 1.1 Actions Under the Merger Agreement; Contribution and Support Agreement; Equity Commitment Letters. MBKP and Horizon acting jointly shall have the sole power, authority and discretion to cause (a) 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 (i) 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 (ii) terminating, amending or modifying the Merger Agreement and determining to consummate the Merger, and (b) Holdco, Midco, Parent and Merger Sub, as applicable, 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 Contribution and Support Agreement and the Equity Commitment Letters, as applicable; provided that MBKP and Horizon may not cause Holdco, Midco, Parent or Merger Sub, as applicable, to amend the Merger Agreement, the Contribution and Support Agreement or any Equity Commitment Letter 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. Holdco, Midco, Parent and Merger Sub, as applicable, shall not, and the Investors shall not permit Holdco, Midco, Parent or Merger Sub, as applicable, to, determine that any Closing Condition has been satisfied, waive any Closing Condition, terminate, amend or modify the Merger Agreement, the Contribution and Support Agreement or any Equity Commitment Letter, or determine to close the Merger unless such action has been approved in advance in writing by each of MBKP and Horizon. Holdco, Midco, Parent and Merger Sub, as applicable, shall not take any action with respect to the Merger Agreement, the Contribution and Support Agreement or any Equity Commitment Letter, including granting or withholding of waivers or entering into amendments, unless such actions are in accordance with this Agreement. Parent and Merger Sub shall promptly provide each Investor with any notice they receive from the Company under the Merger Agreement.
Agreements Among the Investors. (a) The Investors agree that as long as both Perfect Harmony and any other Series B Investor hold any Shares in the Company (such other Series B Investor, each, a “Swapping Investor”), and if the parent company or other Affiliate of Perfect Harmony (the “Perfect Harmony Parent”) has successfully consummated an initial public offering in U.S., Hong Kong or any jurisdiction on an internationally recognized stock exchange, each Swapping Investor shall have the right (but not obligation), at its sole discretion upon serving a written notice to Perfect Harmony, to convert up to all its Shares in the Company into such number of offering securities of the Perfect Harmony Parent as calculated based on (1) the value of the Shares held by such Swapping Investor in the Company (calculated based pursuant to Section10.7(c) below) and (2) fixed offering price of the Perfect Harmony Parent’s offering securities determined by Perfect Harmony Parent and the underwriter(s) participating in such offering.
Agreements Among the Investors
