Common use of Buyer Group Contracts Clause in Contracts

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 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 Holdco, Parent or the Surviving Corporation (or any shareholder (or equity holder) holder of ParentHoldco), there are (a) no side letters or other Contracts contracts (whether oral or written) relating to the Transactions between two or more of the following persons: each of the Rollover HoldersSecurityholders, Holdco, 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) affiliates, and (b) no Contracts contracts (whether oral or written) (i) between Holdco, Parent, Merger Sub or any of their Affiliates affiliates (excluding the Company and its Subsidiaries), on the one hand, and any of the Company’s or its Subsidiaries’ directors, officers officers, employees 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 Holdco, Parent, Merger Sub or the Company to finance in whole or in part the Merger.

Buyer Group Contracts. Parent has delivered to Except for the Company a trueSupport Agreement, correct the Limited Guarantee 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)Equity Commitment Letter, there are (a) no side letters or other Contracts (whether oral or written) relating to the Transactions between two or more of the following persons: Rollover Holders, each of Parent, Merger Sub, Guarantor the Rollover Shareholders, or any of their respective Affiliates (other than any side letter or other Contract among any one or more of excluding the foregoing solely relating to Parent or the Surviving Corporation taking effect following the Effective Time) Company and its Subsidiaries), and (b) no Contracts (whether oral or written) (i) between Parent, Merger Sub Sub, the Rollover Shareholders, 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 officers, employees or shareholdersshareholders (excluding the Rollover 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 MergerTransactions.

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 Contracts, any other agreements or arrangements previously disclosed in a filing with the SEC 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 written Contracts (whether oral or written) relating to the Transactions between two or more of the following persons: each of the Rollover Holders, Parent, Merger Sub, Guarantor Guarantors 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) Affiliates, and (b) no written 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 officers, employees 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 each of the Buyer Group Contracts. As of the date hereof, other than (i) the Agreement, (ii) the Guaranty, (iii) the Financing Documents (including any Ancillary Debt Agreements), (iv) the Voting Agreement, (v) the Contribution Agreement, (vi) the Consortium Agreement, (vii) the Interim Investors Agreement (the Contracts specified in foregoing clauses (iii), (iv), (v), (vi) and (vii) are referred to collectively as 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 ParentContracts”), there are and (aviii) 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 agreements among any one or more of the foregoing Buyer Group Parties solely relating to Parent or the management and control of the Surviving Corporation taking effect following the Effective Time) and (b) , there are no Contracts (whether oral or written) (i) between Parent, Merger Sub to which any of the Buyer Group Parties or any of their respective Affiliates (excluding the Company and its Subsidiaries), on the one hand, and ) are a party or otherwise bound (A) relating to any of the Company’s Shares or its Subsidiaries’ directorsthe Company Securities, officers or shareholders, on the other hand, that relate in any way to the Transactions, or (iiB) 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 the Per ADS Merger Consideration, (C) relating to any individual’s retention or employment by the Company or any Company Subsidiaries or otherwise relating to the provision of any services by any individual for or behalf of the Company or any Company Subsidiaries following the Closing (other than existing Contracts to which the Company or any Company Subsidiary is party), (D) pursuant to which any current shareholder or employee of the Company has agreed to contribute or roll over any portion of such shareholder’s or employee’s Shares or other Company Securities to Holdings, Parent or Merger Sub, or (iiiE) 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 . Parent has furnished to which any person has agreed to provide, directly or indirectly, equity capital to Parent, Merger Sub or the Company a true, complete and correct copy of each Buyer Group Contract prior to finance in whole or in part the Mergerdate hereof.

Buyer Group Contracts. Parent has delivered to Except for the Company a trueSupport Agreements, correct the Limited Guarantees, the Financing Document, the Interim Investor Agreement, the Personal Guarantee 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)Consortium Agreement, there are (a) no side letters or other Contracts (whether oral or written) relating to the Transactions between two or more of the following persons: Rollover Holders, each of Parent, Merger Sub, Guarantor the Rollover Shareholders, the Guarantors or any of their respective Affiliates (other than any side letter or other Contract among any one or more of excluding the foregoing solely relating to Parent or the Surviving Corporation taking effect following the Effective Time) Company and its Subsidiaries), and (b) no Contracts (whether oral or written) (i) between Parent, Merger Sub Sub, the Rollover Shareholders, the Guarantors 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 officers, employees or shareholdersshareholders (excluding the Rollover 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 MergerTransactions.

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 (i) the Agreement, (ii) the Debt Financing Agreement (including any Ancillary Debt Agreements), (iii) the Voting Agreement, (iv) the Contribution Agreement, and (v) the Consortium Agreement (the Contracts specified in foregoing clauses (ii), (iii), (iv), and (v) are referred to collectively as 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 ParentContracts”), 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 to which any of the Buyer Group Parties or any of their respective Affiliates (excluding the Company and its Subsidiaries), on the one hand, and ) are a party or otherwise bound (A) relating to any of the Company’s Shares or its Subsidiaries’ directorsthe Company Securities, officers or shareholders, on the other hand, that relate in any way to the Transactions, or (iiB) 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 the Per ADS Merger Consideration, (C) relating to any individual’s retention or employment by the Company or any Company Subsidiaries or otherwise relating to the provision of any services by any individual for or behalf of the Company or any Company Subsidiaries following the Closing (other than existing Contracts to which the Company or any Company Subsidiary is party), (D) pursuant to which any current shareholder or employee of the Company has agreed to contribute or roll over any portion of such shareholder’s or employee’s Shares or other Company Securities to Holdings or Merger Sub, or (iiiE) 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 . Holdings has delivered 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 Mergera true, complete and correct copy of each Buyer Group Contract.

Buyer Group Contracts. Parent has delivered to Except for this Agreement, the Company a trueSupport Agreement, correct the Limited Guarantee, the Equity Commitment Letter, the Consortium Agreement 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)Interim Investors Agreement, there are (a) no side letters or other Contracts (whether oral or written) relating to the Transactions between two or more of the following persons: Rollover Holders, each of Parent, Merger Sub, Guarantor the Rollover Shareholders, or any of their respective Affiliates (other than any side letter or other Contract among any one or more of excluding the foregoing solely relating to Parent or the Surviving Corporation taking effect following the Effective Time) Company and its Subsidiaries), and (b) no Contracts (whether oral or written) (i) between Parent, Merger Sub Sub, the Rollover Shareholders, 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 officers, employees or shareholdersshareholders (excluding the Rollover 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 the Per ADS Merger ConsiderationConsideration (as applicable), 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 MergerTransactions.

Buyer Group Contracts. Parent has delivered to Except for the Company a trueRollover Agreement, correct the Limited Guarantees, the Subscription Agreement 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)Loan Agreement, there are (a) no side letters or other Contracts (whether oral or written) relating to the Transactions between two or more of the following persons: Rollover Holders, each of Parent, Merger Sub, Guarantor the Founders, the Rollover Shareholders, the Sponsors 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) Affiliates, and (b) no Contracts (whether oral or written) (i) between Parent, Merger Sub Sub, the Founders, the Rollover Shareholders, the Sponsors or any of their Affiliates (excluding the Company and its Subsidiaries)Affiliates, on the one hand, and any of the Company’s or its Subsidiaries’ directors, officers officers, employees or shareholdersshareholders (excluding the Founders and the Rollover 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 the Per ADS Merger Consideration, or as applicable, (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 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 MergerMerger or other Transactions.

Buyer Group Contracts. Parent has delivered to Except for the Company a trueSupport Agreement, correct the Guarantee, and complete copy of each of the Equity Commitment Letter (collectively, 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 the Transactions between two or more of the following persons: each of the Parent Parties, the Rollover HoldersShareholders, Parentthe Chairman, 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) Affiliates, and (b) no Contracts (whether oral or written) (i) between Holdco, Parent, Merger Sub Sub, the Rollover Shareholders, the Chairman 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 officers, employees 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 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) holder of Parent), there are (a) no side letters or other Contracts (whether oral or written) relating to the Transactions between two or more of the following persons: each of the Rollover HoldersShareholders, 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) Affiliates, 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 officers, employees 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 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)Contracts, there are (ai) no side letters or other Contracts (whether oral or written) relating to the Transactions between two or more of the following persons: the Rollover HoldersShareholder, Parent, Merger Sub, Guarantor Sub 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) Affiliates, and (bii) no Contracts (whether oral or written) (iA) 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 officers, employees or shareholders, on the other hand, that relate in any way to the Transactions, or (iiB) 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 (iiiC) 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 (ivD) 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.