Common use of Consummation of the Transaction Clause in Contracts

Consummation of the Transaction. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Parties, desirable for the consummation of the Transaction. In the event that the conditions set forth in Sections 7.01, 7.02 and 7.03 of the Merger Agreement are satisfied or waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Investor (as defined below) (the “Closing Investors”) acting unanimously shall have the right to terminate the participation in the Transactions by any Investor (a “Failing Investor”) that (i) breaches such Investor’s obligation under the Equity Commitment Letter of such Investor to fund the Equity Commitment or (ii) asserts in writing such Investor’s unwillingness to fund such Equity Commitment; provided, that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Investor or its Affiliates with respect to such breach or threatened breach. If the Closing Investors terminate a Failing Investor’s participation in the Transactions pursuant to the immediately preceding sentence, then subject to the proviso of the first sentence of Section 1.3, the Lead Investors shall decide to offer one or more Closing Investors or Additional Investors the opportunity to purchase the equity interest of HoldCo for the Transactions to replace the amount of such Failing Investor’s Equity Commitment; provided that the consent of Xx. Xxxxx shall be required for any reallocation that would increase the combined shareholding in HoldCo by the Lead Investors.

Consummation of the Transaction. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Parties, desirable for the consummation of the Transaction. In the event that the conditions set forth in Sections 7.01, 7.02 and 7.03 of the Merger Agreement Closing Conditions are satisfied or validly waived (subject to the requirements in accordance with Section 1.1) and the terms of Principal Investors determine to close the Merger Agreement and this AgreementMerger, and Parent and Merger Sub the Principal Investors who are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all not Failing Investors other than any Failing Investor (as defined below) (the “Closing Investors”) acting unanimously shall have the right to may terminate the participation in the Transactions by transaction of any Investor that does not fund its Commitment (as defined below) or that asserts in writing its unwillingness to fund its Commitment (a “Failing Investor”) that (i) breaches such Investor’s obligation under the Equity Commitment Letter of such Investor to fund the Equity Commitment or (ii) asserts in writing such Investor’s unwillingness to fund such Equity Commitment); provided, that such termination shall not affect the rights or remedies of the Closing Investors (as defined below) against such Failing Investor or its Affiliates with respect to such breach or threatened breachfailure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. If In the Closing event the Principal Investors who are not Failing Investors, acting unanimously, terminate a Failing Investor’s participation in the Transactions pursuant to the immediately preceding sentencetransaction, then subject to the proviso of the first sentence of Section 1.3, the Lead Investors shall decide to offer one or more Closing Investors or Additional Investors the opportunity to purchase the equity interest of HoldCo for the Transactions to replace the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under the Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment; provided ,” and together with any Equity Commitment, the “Commitment”) shall first be offered to the Investors (other than any Failing Investor) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor) at the time of such termination, and if none or not all of a Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor) in such proportion, then the Principal Investors who are not Failing Investors acting unanimously may offer such Failing Investor’s Commitment, or portion thereof, to the other Investors or to one or more new investors approved by the Principal Investors. Each Investor agrees that in the event the consent or direction of Xx. Xxxxx the Principal Investors is required hereunder, if a Principal Investor is also a Failing Investor then such Failing Investor shall be required deemed not to be a Principal Investor for any reallocation that would increase the combined shareholding in HoldCo by the Lead Investorspurposes of such consent or direction.

Consummation of the Transaction. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party Subject to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required orSection 1.8, in the reasonable opinion of the Parties, desirable for the consummation of the Transaction. In the event that the conditions set forth in Sections 7.01, 7.02 and 7.03 of the Merger Agreement Closing Conditions are satisfied or validly waived (subject to the requirements in accordance with Section 1.1) and the terms Requisite Investors determine to close the Merger, the Requisite Investors or all of the Merger Agreement and this Agreement, and Parent and Merger Sub Principal Investors who are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all not Failing Investors other than any Failing Investor (as defined below) (the “Closing Investors”) acting unanimously shall have the right to may terminate the participation in the Transactions by transaction of any PE Investor (a “Failing Investor”) that (i) breaches such Investor’s obligation under the Equity Commitment Letter of such Investor to does not fund the its Equity Commitment or (ii) that asserts in writing such Investor’s its unwillingness to fund such its Equity CommitmentCommitment (a "Failing Investor"); provided, that such termination shall not affect the rights or remedies of the Closing Investors (as defined below) against such Failing Investor or its Affiliates (as defined below) with respect to such breach failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Requisite Investors or threatened breach. If all of the Closing Principal Investors acting unanimously terminate a the Failing Investor’s 's participation in the Transactions pursuant transaction, the amount of the Failing Investor's Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under the Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the "Rollover Commitment," and together with any Equity Commitment, the "Commitment") shall first be offered to the immediately preceding sentencePE Investors (other than any Failing Investor) in proportion of their respective Commitments to the aggregate Commitments of the PE Investors (other than any Failing Investor) at the time of such termination, and if none or not all of the Failing Investor's Commitment is accepted by the PE Investors (other than any Failing Investor) in such proportion, then subject the Requisite Investors or all of the Principal Investors who are not Failing Investors acting unanimously may offer the Failing Investor's Commitment, or portion thereof, to the proviso of the first sentence of Section 1.3, the Lead other Investors shall decide or to offer one or more Closing Investors or Additional Investors the opportunity to purchase the equity interest of HoldCo for the Transactions to replace the amount of such Failing Investor’s Equity Commitment; provided that the consent of Xx. Xxxxx shall be required for any reallocation that would increase the combined shareholding in HoldCo new investors approved by the Lead Requisite Investors. For the purpose of this Agreement, Actis' Commitment shall include both Actis' Equity Commitment and Rollover Commitment, Nanyan Zheng's Commitment shall include both his Rollover Commitment and the Rollover Commitment of Fortune News International Limited, and Boquan He's Commitment shall include the Rollover Commitment of Prototal Enterprises Limited.