Common use of Appointment of Advisors Clause in Contracts

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 Parties agree that (i) Citigroup Global Markets Asia Limited the Lead Investor shall be engaged as financial advisor to provide financial advisory services responsible for engaging (including the scope and engagement terms), terminating or changing all joint Advisors to the Consortium Members in relation connection with the Transaction (such joint Advisors to the TransactionConsortium agreed in writing by the Lead Investor in accordance with this Section 2.2(a), (ii) Xxxxxx Xxxxxxxx Xxxxx the “Joint Advisors”). The Parties agree and acknowledge that O’Melveny & Xxxxxxxx LLP shall be engaged Mxxxx has been selected by the Consortium as a Joint Advisor and the 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 TransactionConsortium. (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 NewcoExcept as otherwise provided in Section 2.2(a). (d) If , if a Consortium Member Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the DocumentationTransaction, it such Party may retain other Advisors to advise them. Each Consortium Member which engages separate Advisors will it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Sections 3.1(a) and 3.1(c), be solely responsible for the fees and expenses of any such advisorsseparate Advisors unless the Lead Investor agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as Consortium Transaction Expenses (as defined below) and reimbursable pursuant to Section 3 (which agreement shall not be unreasonably withheld or delayed). (c) For the purpose of the foregoing Section 2.2(b), the Lead Investor hereby acknowledges that such separate Advisors as set forth in Schedule C attached hereto have been retained by the relevant Party(ies) in connection with the Transaction, 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 Consortium Transaction Expenses (as defined below) and reimbursable pursuant to Section 3.

Appointment of Advisors. (a) The Consortium Members agree that (i) Citigroup Global Markets Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (“Xxxxxx”) shall be engaged as U.S. legal counsel to provide U.S. legal services and (ii) Lazard Asia (Hong Kong) Limited (“Lazard”) 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 may jointly select additional advisors (such advisors, together with “Xxxxxx” and “Lazard”, the “Consortium Advisors”) and shall (i) agree to the scope and engagement terms of the Consortium Advisors prior to their engagement; and (ii) engage all Consortium Advisors on terms that provide for work undertaken and reports prepared to be for the benefit of: of (A) the Consortium Members; Members and (B) any vehicle established by the Consortium Members for the purposes of the Transaction (including NewcoParent). (db) 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 DocumentationDefinitive Agreements, it may retain other Advisors advisors to advise them. Each Consortium Member which engages separate Advisors will be solely responsible for the fees and expenses of any such advisors.