Buyer Group Contracts. Parent has delivered to the Company a true, correct and complete copy of each of the Buyer Group Contracts. As of the date hereof, other than the Buyer Group Contracts and any documents or agreements solely with respect to the shareholder arrangements of Parent (or any shareholder (or equity holder) of Parent), there are (a) no side letters or other Contracts (whether oral or written) relating to Transactions between two or more of the following persons: Rollover Holders, Parent, Merger Sub, Guarantor or any of their respective Affiliates (other than any side letter or other Contract among any one or more of the foregoing solely relating to Parent or the Surviving Corporation taking effect following the Effective Time) and (b) no Contracts (whether oral or written) (i) between Parent, Merger Sub or any of their Affiliates (excluding the Company and its Subsidiaries), on the one hand, and any of the Company’s or its Subsidiaries’ directors, officers or shareholders, on the other hand, that relate in any way to the Transactions, or (ii) pursuant to which any shareholder of the Company (other than the Rollover Holders) would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or Per ADS Merger Consideration, or (iii) pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal, or (iv) pursuant to which any person has agreed to provide, directly or indirectly, equity capital to Parent, Merger Sub or the Company to finance in whole or in part the Merger.
Buyer Group Contracts. Parent has delivered to the Company a true, correct and complete copy of (i) the Limited Guaranty, (ii) the Facility Agreement and (iii) the Rollover Agreement (collectively, the "Buyer Group Contracts"). As of the date of this Agreement, other than the Buyer Group Contracts, this Agreement and any other agreements solely between the Debt Financing Sources and its Affiliates, there are no side letters or other oral or written agreements or undertakings relating to the transactions contemplated by this Agreement with any of the following: Mr. Guoshen Tu, the Rollover Holders, the Debt Financing Sources, or any of their respective Affiliates (excluding the Company and its Subsidiaries) (collectively, "Buyer Group Parties").
Buyer Group Contracts. Parent has delivered to the Company a true, correct and complete copy of each of the Buyer Group Contracts. As of the date hereof, other than the Buyer Group Contracts, there are no Contracts (whether oral or written) (i) between Parent, Midco, Merger Sub or any of their Affiliates (excluding the Company and its Subsidiaries), on the one hand, and any of the Company’s or its Subsidiaries’ directors, officers, employees or shareholders, on the other hand, that relate in any way to the Transactions, (ii) pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or (iii) pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.
Buyer Group Contracts. (a) Parent has delivered to the Company a true, correct and complete copy of each of the Buyer Group Contracts. As of the date hereof, other than such Buyer Group Contracts, there are no side letters or other oral or written Contracts relating to the Transactions between any of the Buyer Group Parties.
Buyer Group Contracts. Parent has delivered to the Company true, correct and complete copies of the Buyer Group Contracts, including the Rollover Agreement, which sets forth in Schedule A thereto a complete list of the Rollover Shareholders as of the date of this Agreement. As of the date of this Agreement, other than the Buyer Group Contracts, there are no (a) side letters or other oral or written Contracts relating to the transactions contemplated by this Agreement between the two or more members of the Buyer Group Parties, (b) oral or written Contracts between Parent, Merger Sub or any of their respective Affiliates (excluding the Company and its Subsidiaries), on the one hand, and any member of the Company’s management, directors or shareholders, on the other hand, that relate in any way to the Transactions, or (c) pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or the Per ADS Merger Consideration or pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.
Buyer Group Contracts. Parent has delivered to the Company true and complete copies of (a) the Contribution Agreement, (b) the Voting Agreement, (c) the Limited Guarantee, (d) the Financing Commitments, and (e) that certain interim investor agreement by and among Mr. Zishen Wu, Xx. Xxxxxxx Xxxxx, Full Alliance, MSPEA and the Sponsor dated as of the date hereof (collectively, the “Buyer Group Contracts”), including all amendments thereto or modifications thereof. Other than the Buyer Group Contracts and any agreement relating to the ownership, business and operations of the Surviving Corporation after the Effective Time, there are no side letters or other oral or written Contracts relating to the transactions contemplated by this Agreement between two or more of the following persons: each of the Rollover Holders, Holdco, Parent, Merger Sub, the Guarantors and any of their respective Affiliates.
Buyer Group Contracts. Parent has delivered to the Company a true, correct and complete copy of each of the Buyer Group Contracts. Other than (i) the Buyer Group Contracts, or (ii) as set forth on Section 4.11 of the Parent Disclosure Letter, there is no Contract, whether written or oral, relating to the transactions contemplated hereby between or among two or more of Buyer Group Parties. Other than (i) the Buyer Group Contracts or (ii) as set forth on Section 4.11 of the Parent Disclosure Letter, there is no Contract, whether written or oral, (a) between Parent, Merger Sub, any other Buyer Group Parties or any of their respective Affiliates, on the one hand, and any director, officer, employee or shareholder of the Company and its subsidiaries, on the other hand, that relates in any way to the transactions contemplated by this Agreement, (b) pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration in connection with the transactions contemplated by this Agreement or (c) pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Acquisition Proposal or Superior Proposal.
Buyer Group Contracts. As of the date hereof, other than this Agreement, the Confidentiality Agreements, and the Buyer Consortium Documents, there are no side letters, agreements, arrangements or understandings (whether oral or written) to which any of Parent, Merger Sub, Rollover Shareholders, the Guarantor or any of their Affiliates (excluding the Company and its Subsidiaries) is a party and (i) to which any directors, officers, employees or shareholders of the Company or any Subsidiary of the Company (excluding the Rollover Shareholders and their Affiliates) is also a party and which relates in any way to the Transactions (other than any agreements, arrangements or understandings entered into after the date hereof that solely relate to matters as of or following the Effective Time and do not in any way affect the securities of the Company outstanding prior to the Effective Time); (ii) pursuant to which any management member, director or shareholder of the Company would be entitled to receive consideration in respect of Company Equity Interests of a different amount or nature than the consideration that is provided in this Agreement; (iii) pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal; or (iv) pursuant to which any person has agreed to provide, directly or indirectly, equity capital to Parent, Merger Sub or the Company to finance in whole or in part the Transactions.
Buyer Group Contracts. HoldCo has delivered to the Company true, correct and complete copies of the Buyer Group Contracts. Other than the Buyer Group Contracts and any other Contract that has been publicly disclosed in the SEC Documents prior to the date hereof, there is no Contract, whether written or oral, (a) between the Parent Parties, any other Buyer Group Parties or any of their respective Affiliates, on the one hand, and any director, officer, employee or shareholder of the Company and its Subsidiaries, on the other hand, that relates in any way to the disposition or voting of any Shares in connection with the Transactions, (b) pursuant to which any shareholder or warrantholder of the Company would be entitled to receive consideration of a different amount or nature other than the applicable Merger Consideration in connection with the Transactions, or (c) pursuant to which any shareholder or warrantholder of the Company has agreed to vote to approve this Agreement or the Merger or the Warrant Amendment or has agreed to vote against any Competing Proposal, Superior Proposal or Alternative Warrant Proposal.
Buyer Group Contracts. Parent has delivered to the Rollover Shareholders a true, correct and complete copy of each of the Buyer Group Contracts, and Parent and its Affiliates will not enter into any Buyer Group Contracts after the date hereof without the prior consent of the Rollover Shareholders; provided, that no consent by the Rollover Shareholders will be required so long as such amendment will not adversely affect the Rollover Shareholders in any material respect.
