Appointment of Advisors. (a) All joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with the Proposal and the Transaction shall be satisfactory to each Party.
(b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, such Party may retain other Advisors to advise it; provided, however, that such Party shall (i) provide prior notice to the other Parties of such retention and (ii) be solely responsible for the fees and expenses of such separate Advisors unless otherwise agreed to in advance by the other Parties in writing.
Appointment of Advisors. (a) The Parties agree that Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to engage (including the scope and engagement terms), terminate or change all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a), the “Joint Advisors”). The Parties agree and acknowledge that Kxxxxxxx & Exxxx and Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx have been jointly selected by the Buyer Consortium as the co-U.S. legal counsel, Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Hxxxxx Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, Cayman Islands legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be “Joint Advisors” under this Agreement.
(b) Except as otherwise provided in Section 2.2(a), if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless each Initial Consortium Member agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and reimbursable pursuant to Article III.
Appointment of Advisors. The retention of any joint Advisors, and the scope and other terms of such Advisors’ engagement to Holdco and/or the Parties in connection with the Proposal and the Transaction, shall be satisfactory to each Party. For the avoidance of doubt, no such joint advisors have been retained as of the date hereof.
Appointment of Advisors. (a) All joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with the Proposal and the Transaction shall be mutually satisfactory to each Party. The Parties acknowledge and agree that (i) Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Consortium in connection with the Proposal and the Transaction and (ii) Walkers has been engaged as Cayman Islands legal counsel to provide Cayman Islands legal services to the Consortium in connection with the Proposal and the Transaction. The foregoing appointment does not limit the right of the Parties to appoint additional joint Advisors to perform any function agreed by the Parties on behalf of Holdco and/or the Parties.
(b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Any Party which engages any separate Advisors shall provide prior notice to the other Parties of such engagement together with an estimate of fees and expenses of such Advisors. Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Founders in connection with the Proposal and the Transaction. Subject to Section 3.01(a) in respect of a Financial Due Diligence Advisor, any Party which engages any separate Advisors shall be solely responsible for the fees and expenses of any such separate Advisors, unless the scope and engagement terms of such separate Advisors have been approved by the other Parties in writing (such approval not to be unreasonably withheld or delayed).
Appointment of Advisors. (a) The Consortium Members shall agree to the scope and engagement terms of all joint Advisors to Holdco or the Consortium in connection with the Transaction. Weil, Gotshal & Xxxxxx LLP has been selected by the Consortium as international counsel to the Consortium for the Transaction. The Consortium will engage PRC legal counsel and Cayman Islands counsel to the Consortium when required.
(b) If a Consortium Member requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Consortium Member may retain other Advisors to advise it; provided, that such Consortium Member shall (i) provide prior notice to the other Consortium Members of such retention, and (ii) be solely responsible for the fees and expenses of such separate Advisors.
Appointment of Advisors. (a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the Transaction. Xxxxxx Xxxx & Xxxxxxxx LLP has been jointly selected by the Parties to represent the consortium in connection with the Transaction as international counsel.
(b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Party may retain other Advisors to advise it. Each Party that engages separate Advisors shall (i) provide prior notice to the other Party of such engagement, and (ii) be solely responsible for the fees and expenses of such separate Advisors.
Appointment of Advisors. (a) The Consortium Members shall agree to the scope and engagement terms of all joint Advisors to Holdco or the Consortium in connection with the Transaction. The Consortium Members agree and acknowledge that Gxxxxxxxx Dxxxxxx Xxxxxx Vxxxxxxxxx Xxxxxxxx & Hxxxxxxxx LLP has been selected by the Consortium Members to serve as international counsel to the Founder Parties and the Consortium for the Transaction. The Consortium will engage PRC counsel and Cayman Islands counsel to the Consortium when required.
(b) If a Consortium Member requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Consortium Member may retain other Advisors to advise it; provided, that such Consortium Member shall (i) provide prior notice to the other Consortium Members of such retention, and (ii) be solely responsible for the fees and expenses of such separate Advisors unless otherwise agreed by the Consortium.
Appointment of Advisors. (a) The Consortium Members agree that (i) Citigroup Global Markets Asia Limited shall be engaged as financial advisor to provide financial advisory services to the Consortium Members in relation to the Transaction, (ii) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP shall be engaged as international legal counsel to provide international legal services to the Consortium Members in relation to the Transaction and (iii) Xxxxxxx Xxxx & Xxxxxxx shall be engaged as Cayman Islands legal counsel to provide Cayman Islands legal services to the Consortium Members in relation to the Transaction.
(b) The appointments under clause 2.3(a) do not limit the right of the Consortium Members to appoint additional Advisors to perform any function agreed by the Consortium Members.
(c) The Consortium Members shall (i) agree to the scope and engagement terms of the Advisors prior to their engagement; and (ii) engage all Advisors on terms that provide for work undertaken and reports prepared to be for the benefit of: (A) the Consortium Members; and (B) any vehicle established by the Consortium Members for the purposes of the Transaction (including Newco).
(d) If a Consortium Member requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise them. Each Consortium Member which engages separate Advisors will be solely responsible for the fees and expenses of any such advisors.
Appointment of Advisors. (a) The Consortium Members shall agree to the scope and engagement terms of all advisors to the Consortium Members in connection with the Transaction. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and a financial advisor have been jointly selected by the Consortium Members as U.S. legal counsel and financial advisor, and an accounting firm will be selected by the Consortium Members as financial due diligence and tax advisor, in each case, to represent the Consortium in connection with the Transaction.
(b) If a Consortium Member requires separate representation in connection with specific issues arising out of the Process or the Transaction, it may retain other advisors to advise it. Each Consortium Member which engages separate advisors shall provide prior notice to the other Consortium Members of such engagement. Each Consortium Member which engages any separate advisors shall be solely responsible for the fees and expenses of any such separate advisors unless otherwise agreed by the parties.
Appointment of Advisors. 2.9.1. The Investors agree that the Lead Investor shall be responsible for engaging (including the scope and engagement terms), terminating or changing all joint Advisors to the group of Investors in connection with the Transactions (such joint Advisors to the group of Investors agreed in writing by the Lead Investor in accordance with this Section 2.9.1, the “Joint Advisors”). The Investors agree and acknowledge that O’Melveny & Mxxxx has been selected by the group of Investors as a Joint Advisor and the international legal counsel to the group of Investors.
2.9.2. Except as otherwise provided in Section 2.9.1, if an Investor requires separate representation in connection with specific issues arising out of the Transactions, such Investor may retain other Advisors to advise him, her or it, provided that such Investor shall (i) provide prior notice to other Investors of such retention and (ii) subject to Section 2.7, be solely responsible for the fees and expenses of such separate Advisors unless the Lead Investor agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as Transaction Expenses and reimbursable pursuant to Section 2.7 (which agreement shall not be unreasonably withheld or delayed).
2.9.3. For the purpose of the foregoing Section 2.9.2, the Lead Investor hereby acknowledges that such separate Advisors as set forth in Exhibit B attached hereto have been retained by the relevant Investor(s) in connection with the Transactions, and hereby agrees and confirms that the fees and expenses incurred in connection therewith, in an amount up to US$50,000 for each such separate Advisor, shall be treated as Transaction Expenses and reimbursable pursuant to Section 2.7.
