Common use of Equity Commitment and Other Covenants Clause in Contracts

Equity Commitment and Other Covenants. (a) Subject to the consent (the “Bank Approval”) of the financial institutions providing the Debt Financing (the “Banks”) and the other terms and conditions set forth herein, the New Sponsor shall, at or immediately prior to the Closing, cause the Sponsor Fund to purchase, directly or indirectly, equity interests of Holdco on the same terms and conditions as the Other Investors and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$150,000,000 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses, and Holdco shall issue (and the Other Investors shall cause Holdco to issue) such equity interests to the Sponsor Fund or its designated subsidiary as would be required to give the Sponsor Fund a percentage interest in Holdco equal to the Sponsor Fund’s pro rata contribution to the capital of Holdco as of immediately after the Closing. (b) The New Sponsor may effect the funding of the Equity Commitment directly through a wholly-owned subsidiary of the Sponsor Fund. (c) The New Sponsor shall, as soon as practicable following the date hereof, and in any event by May 10, 2014, deliver to Weil, Gotshal & Xxxxxx LLP (“WGM”) and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. (“WSGR”), counsel to the buyer consortium for the Debt Financing, relevant documents providing reasonable evidence of the commitments by the investors in the Sponsor Fund to fund the Equity Commitment (subject to the terms and conditions set forth herein), which documents shall, if necessary, be provided to the Banks in connection with seeking the Bank Approval. (d) Subject to (i) execution and delivery by the Company, Parent and Merger Sub of an Amendment to the Merger Agreement in the form attached hereto as Exhibit A by May 12, 2014 (the “Merger Agreement Amendment”), and (ii) receipt of the Bank Approval (including in the form of approving a revised form of Facility Agreement (as defined in the Debt Commitment Letter) adding the New Sponsor as an Equity Investor (as such term is defined under the Facility Agreement)) by May 20, 2014, subject only to the condition subsequent that on or prior to May 30, 2014, the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, to WGM and WSGR, copies of bank statements or alternatively, other written evidence, in form and substance reasonably satisfactory to the Other Investors, providing reasonable evidence that the aggregate amount in United States dollars standing to the credit of the Sponsor Fund is not less than US$150,000,000 (the “Written Evidence”), the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, to WGM and WSGR the Written Evidence on or prior to May 30, 2014. (e) Upon the receipt by the parties hereto of the executed Merger Agreement Amendment and the Bank Approval and the receipt by WGM and WSGR of the Written Evidence, whichever is later: (i) the New Sponsor shall cause the Sponsor Fund to execute and deliver (A) an equity commitment letter (the “Sponsor Fund Equity Commitment Letter”) in the form attached hereto as Exhibit B, providing for an equity commitment in an amount equal to the Equity Commitment, which shall replace the Equity Commitment in this Agreement, (B) a limited guarantee (the “Sponsor Fund Limited Guarantee”) in the form attached hereto as Exhibit C, providing that the Sponsor Fund will be responsible for a portion of the obligations described therein (pro rata with the Other Investors based on their expected ownership in Holdco as of immediately after the Closing), (C) the Amended and Restated Interim Investors Agreement (as defined below), and (D) an adherence agreement in the form attached hereto as Exhibit D, in order to become a party to that certain Consortium Agreement, dated as of November 25, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Consortium Agreement”), by and among Xx. Xxxxx Xxx (“Xx. Xxx”), Xxxxx Holding Group Limited (“Xxxxx”), Union Sky and Baring SPV, to which Xxxx Xxxxx Enterprises Limited (“Hony SPV”) joined as a party on January 12, 2014; (ii) (A) Baring LP shall reduce its funding pursuant to the equity commitment contemplated by its Other Sponsor Equity Commitment Letter by US$100,000,000 (the “Amended Baring Equity Commitment”) and (B) Hony LP shall reduce its funding pursuant to the equity commitment contemplated by its Other Sponsor Equity Commitment Letter by US$50,000,000 (the “Amended Hony Equity Commitment”); and (A) Baring LP and Hony LP shall execute and deliver an amended equity commitment letter in the form attached hereto as Exhibit E-1 and Exhibit E-2, respectively, to provide for the Amended Baring Equity Commitment and the Amended Hony Equity Commitment, as applicable, (B) Baring LP, Hony LP and Union Sky shall each execute and deliver an amended limited guarantee in the form attached hereto as Exhibit F-1, Exhibit F-2 and Exhibit F-3, respectively, to reduce its Guaranteed Percentage (as defined in its Limited Guarantee) pro rata with the Other Investors based on their expected ownership in Holdco as of immediately after the Closing, and (C) the parties hereto shall cause that certain Interim Investors Agreement, dated as of March 17, 2014 (the “Original Interim Investors Agreement”), by and among Mr. Shi, Vogel, Union Sky, Baring SPV, and Hony SPV to be amended and restated in the form attached hereto as Exhibit G (the “Amended and Restated Interim Investors Agreement”) to (w) reflect the Equity Commitment, the Amended Baring Equity Commitment and the Amended Hony Equity Commitment, (x) provide that the Sponsor Fund and Other Investors shall share the fees, expenses and disbursements incurred in connection with the Merger in accordance with Section 1.6 of the Original Interim Investors Agreement as if the Investor Equity Commitment (as defined in the Original Interim Investors Agreement) of the Sponsor Fund equals the Equity Commitment, (y) include the reasonable fees, expenses and disbursements up to US$150,000 payable to Xxxxxxxx & Xxxxx by the New Sponsor in the Approved Legal Fees (as defined in the Original Interim Investors Agreement) and (z) provide the Sponsor Fund with substantially similar shareholder, governance and other rights as the Other Sponsors (including the Sponsor Fund’s right to designate one director to the board of directors of Holdco). (f) The New Sponsor shall promptly provide, and shall cause the Sponsor Fund to promptly provide, all information reasonably requested by each Bank in connection with such Bank’s client identification and “know your customer” procedures. (g) The New Sponsor shall ensure the funds at the Sponsor Fund’s disposal are at all times between the date of the Written Evidence and the Closing maintained at a level sufficient for the Sponsor Fund to pay the Equity Commitment under Section 1(a) and the Sponsor Fund Equity Commitment Letter; provided that the Sponsor Fund may invest such amount in short term or other investment products as reasonably determined by the New Sponsor. (h) Subject to receipt of the Special Committee Consent and Bank Approval, the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, one Business Days prior to the Closing Date, to WGM and WSGR, copies of bank statements or alternatively, other written evidence, in form and substance reasonably satisfactory to the Other Investors, providing reasonable evidence that the aggregate amount in United States dollars standing to the credit of the Sponsor Fund is not less than US$300,000,000 (taking into consideration of the amount of the Equity Commitment previously funded pursuant to Section 1(d)). (i) The New Sponsor shall comply with Section 2.3 of the Consortium Agreement as if it is a party thereto.

Equity Commitment and Other Covenants. (a) Subject to the consent (the “Bank Approval”) of the financial institutions providing the Debt Financing (the “Banks”) and the other terms and conditions set forth herein, the New Sponsor shall, at or immediately prior to the Closing, cause the Sponsor Fund to purchase, directly or indirectly, equity interests of Holdco on the same terms and conditions as the Other Investors and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$150,000,000 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses, and Holdco shall issue (and the Other Investors shall cause Holdco to issue) such equity interests to the Sponsor Fund or its designated subsidiary as would be required to give the Sponsor Fund a percentage interest in Holdco equal to the Sponsor Fund’s pro rata contribution to the capital of Holdco as of immediately after the Closing. (b) The New Sponsor may effect the funding of the Equity Commitment directly through a wholly-owned subsidiary of the Sponsor Fund. (c) The New Sponsor shall, as soon as practicable following the date hereof, and in any event by May 10, 2014within 15 days of the date hereof, deliver to Weil, Gotshal & Xxxxxx LLP (“WGM”) and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx P.C. (“WSGR”), counsel to the buyer consortium for the Debt Financing, relevant documents providing reasonable evidence of the commitments by the investors in the Sponsor Fund to fund the Equity Commitment (subject to the terms and conditions set forth herein), which documents shall, if necessary, be provided to the Banks in connection with seeking the Bank Approval. (d) Subject to receipt of (i) execution and delivery by a written notice from the Company, Parent and Merger Sub Special Committee of an Amendment to the Merger Agreement in Board of Directors of the form attached hereto as Exhibit A Company (the “Special Committee”) by May 12, 2014 granting its consent to the Equity Commitment and confirming that the Company will enter into those agreements contemplated by Section 1(e) hereof to which the Company will be party (the “Merger Agreement AmendmentSpecial Committee Consent”), and (ii) receipt of the Bank Approval (including in the form of approving a revised form of Facility Agreement (as defined in the Debt Commitment Letter) adding the New Sponsor as an Equity Investor (as such term is defined under the Facility Agreement)) by May 20, 2014, in each case of clauses (i) and (ii), subject only to the condition subsequent that on or prior to May 30, 2014, the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, to WGM and WSGR, copies of bank statements or alternatively, other written evidence, in form and substance reasonably satisfactory to the Other Investors, providing reasonable evidence that the aggregate amount in United States dollars standing to the credit of the Sponsor Fund is not less than US$150,000,000 (the “Written Evidence”), the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, to WGM and WSGR the Written Evidence on or prior to May 30, 2014. (e) Upon the receipt by the parties hereto of the executed Merger Agreement Amendment Special Committee Consent and the Bank Approval and the receipt by WGM and WSGR of the Written Evidence, whichever is later: (i) the New Sponsor shall cause the Sponsor Fund to execute and deliver (A) an equity commitment letter (the “Sponsor Fund Equity Commitment Letter”) in substantially the same form attached hereto as Exhibit Bthe equity commitment letter entered by each of the Other Sponsors on March 17, 2014 (each, an “Other Sponsor Equity Commitment Letter”), providing for an equity commitment in an amount equal to the Equity Commitment, which shall replace the Equity Commitment in this Agreement, (B) a limited guarantee (the “Sponsor Fund Limited Guarantee”) in substantially the same form attached hereto as Exhibit Cthe limited guarantees executed by the Other Investors in favor of the Company on March 17, 2014 (each, a “Limited Guarantee”), providing that the Sponsor Fund will be responsible for a portion of the obligations described therein (pro rata with the Other Investors based on their expected ownership in Holdco as of immediately after the Closing), (C) the Amended and Restated an adherence agreement in order to become a party to that certain Interim Investors Agreement Agreement, dated as of March 17, 2014 (as defined belowamended, restated, supplemented or otherwise modified from time to time, the “Interim Investors Agreement”), by and among Xx. Xxxxx Xxx (“Xx. Xxx”), Xxxxx Holding Group Limited (“Xxxxx”), Union Sky, Baring SPV, and Xxxx Xxxxx Enterprises Limited (“Hony SPV”), as amended pursuant to Section 1(e)(iii)(C) and Section 2(d), and (D) an adherence agreement in the form attached hereto as Exhibit D, in order to become a party to that certain Consortium Agreement, dated as of November 25, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Consortium Agreement”), by and among Xx. Xxxxx Xxx (“Xx. Xxx”)Mr. Shi, Xxxxx Holding Group Limited (“Xxxxx”)Vogel, Union Sky and Baring SPV, to which Xxxx Xxxxx Enterprises Limited (“Hony SPV”) SPV joined as a party on January 12, 2014; (ii) (A) Baring LP shall reduce its funding pursuant to the equity commitment contemplated by its Other Sponsor Equity Commitment Letter by US$100,000,000 (the “Amended Baring Equity Commitment”) and (B) Hony LP shall reduce its funding pursuant to the equity commitment contemplated by its Other Sponsor Equity Commitment Letter by US$50,000,000 (the “Amended Hony Equity Commitment”); and (iii) (A) Baring LP and Hony LP the parties hereto that are party to each Other Sponsor Equity Commitment Letter shall execute and deliver an amended equity commitment letter in the form attached hereto as Exhibit E-1 and Exhibit E-2, respectively, to provide for the Amended Baring Equity Commitment and the Amended Hony Equity Commitment, as applicable, (B) Baring LP, Hony LP and Union Sky the parties hereto that are party to each Limited Guarantee shall each execute and deliver an amended limited guarantee in the form attached hereto as Exhibit F-1, Exhibit F-2 and Exhibit F-3, respectively, to reduce its the Guaranteed Percentage (as defined in its such Limited Guarantee) pro rata with the Other Investors based on their expected ownership in Holdco as of immediately after the Closing, and (C) the parties hereto shall cause that certain the Interim Investors Agreement, dated as of March 17, 2014 (the “Original Interim Investors Agreement”), by and among Mr. Shi, Vogel, Union Sky, Baring SPV, and Hony SPV Agreement to be amended and restated in the form attached hereto as Exhibit G (the “Amended and Restated Interim Investors Agreement”) to (w) reflect the Equity Commitment, the Amended Baring Equity Commitment and the Amended Hony Equity Commitment, (x) provide that the Sponsor Fund and Other Investors shall share the fees, expenses and disbursements incurred in connection with the Merger in accordance with Section 1.6 of the Original Interim Investors Agreement as if the Investor Equity Commitment (as defined in the Original Interim Investors Agreement) of the Sponsor Fund equals the Equity Commitment, (y) include the reasonable fees, expenses and disbursements up to US$150,000 payable to Xxxxxxxx & Xxxxx by the New Sponsor in the Approved Legal Fees (as defined in the Original Interim Investors Agreement) and (z) provide the Sponsor Fund with substantially similar shareholder, governance and other rights as the Other Sponsors (including the Sponsor Fund’s right to designate one director to the board of directors of Holdco). (f) The New Sponsor shall promptly provide, and shall cause the Sponsor Fund to promptly provide, all information reasonably requested by each Bank in connection with such Bank’s client identification and “know your customer” procedures. (g) The New Sponsor shall ensure the funds at the Sponsor Fund’s disposal are is at all times between the date of the Written Evidence and the Closing maintained at a level sufficient for the Sponsor Fund to pay the Equity Commitment under Section 1(a) and the Sponsor Fund Equity Commitment Letter; provided that the Sponsor Fund may invest such amount in short term or other investment products as reasonably determined by the New Sponsor. (h) Subject to receipt of the Special Committee Consent and Bank Approval, the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, one Business Days prior to the Closing Date, to WGM and WSGR, copies of bank statements or alternatively, other written evidence, in form and substance reasonably satisfactory to the Other Investors, providing reasonable evidence that the aggregate amount in United States dollars standing to the credit of the Sponsor Fund is not less than US$300,000,000 (taking into consideration of the amount of the Equity Commitment previously funded pursuant to Section 1(d)). (i) The New Sponsor shall comply with Section 2.3 of the Consortium Agreement as if it is a party thereto.

Equity Commitment and Other Covenants. (a) Subject to the consent (the “"Bank Approval”") of the financial institutions providing the Debt Financing (the “"Banks”") and the other terms and conditions set forth herein, the New Sponsor shall, at or immediately prior to the Closing, cause the Sponsor Fund to purchase, directly or indirectly, equity interests of Holdco on the same terms and conditions as the Other Investors and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$150,000,000 (such amount, the “"Equity Commitment”"), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses, and Holdco shall issue (and the Other Investors shall cause Holdco to issue) such equity interests to the Sponsor Fund or its designated subsidiary as would be required to give the Sponsor Fund a percentage interest in Holdco equal to the Sponsor Fund’s 's pro rata contribution to the capital of Holdco as of immediately after the Closing. (b) The New Sponsor may effect the funding of the Equity Commitment directly through a wholly-owned subsidiary of the Sponsor Fund. (c) The New Sponsor shall, as soon as practicable following the date hereof, and in any event by May 10, 2014within 15 days of the date hereof, deliver to Weil, Gotshal & Xxxxxx Mxxxxx LLP (“"WGM”") and Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Rxxxxx P.C. (“WSGR”), counsel to the buyer consortium for the Debt Financing, relevant documents providing reasonable evidence of the commitments by the investors in the Sponsor Fund to fund the Equity Commitment (subject to the terms and conditions set forth herein), which documents shall, if necessary, be provided to the Banks in connection with seeking the Bank Approval. (d) Subject to receipt of (i) execution and delivery by a written notice from the Company, Parent and Merger Sub Special Committee of an Amendment to the Merger Agreement in Board of Directors of the form attached hereto as Exhibit A Company (the "Special Committee") by May 12, 2014 granting its consent to the Equity Commitment and confirming that the Company will enter into those agreements contemplated by Section 1(e) hereof to which the Company will be party (the “Merger Agreement AmendmentSpecial Committee Consent”), and (ii) receipt of the Bank Approval (including in the form of approving a revised form of Facility Agreement (as defined in the Debt Commitment Letter) adding the New Sponsor as an Equity Investor (as such term is defined under the Facility Agreement)) by May 20, 2014, in each case of clauses (i) and (ii), subject only to the condition subsequent that on or prior to May 30, 2014, the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, to WGM and WSGR, copies of bank statements or alternatively, other written evidence, in form and substance reasonably satisfactory to the Other Investors, providing reasonable evidence that the aggregate amount in United States dollars standing to the credit of the Sponsor Fund is not less than US$150,000,000 (the “Written Evidence”), the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, to WGM and WSGR the Written Evidence on or prior to May 30, 2014. (e) Upon the receipt by the parties hereto of the executed Merger Agreement Amendment Special Committee Consent and the Bank Approval and the receipt by WGM and WSGR of the Written Evidence, whichever is later: (i) the New Sponsor shall cause the Sponsor Fund to execute and deliver (A) an equity commitment letter (the “"Sponsor Fund Equity Commitment Letter”") in substantially the same form attached hereto as Exhibit Bthe equity commitment letter entered by each of the Other Sponsors on March 17, 2014 (each, an "Other Sponsor Equity Commitment Letter"), providing for an equity commitment in an amount equal to the Equity Commitment, which shall replace the Equity Commitment in this Agreement, (B) a limited guarantee (the “"Sponsor Fund Limited Guarantee”") in substantially the same form attached hereto as Exhibit Cthe limited guarantees executed by the Other Investors in favor of the Company on March 17, 2014 (each, a "Limited Guarantee"), providing that the Sponsor Fund will be responsible for a portion of the obligations described therein (pro rata with the Other Investors based on their expected ownership in Holdco as of immediately after the Closing), (C) the Amended and Restated an adherence agreement in order to become a party to that certain Interim Investors Agreement Agreement, dated as of March 17, 2014 (as defined belowamended, restated, supplemented or otherwise modified from time to time, the "Interim Investors Agreement"), by and among Mx. Xxxxx Xxx ("Mx. Xxx"), Vxxxx Holding Group Limited ("Vxxxx"), Union Sky, Baring SPV, and Rxxx Xxxxx Enterprises Limited ("Hony SPV"), as amended pursuant to Section 1(e)(iii)(C) and Section 2(d), and (D) an adherence agreement in the form attached hereto as Exhibit D, in order to become a party to that certain Consortium Agreement, dated as of November 25, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “"Consortium Agreement”"), by and among Xx. Xxxxx Xxx (“Xx. Xxx”)Mr. Shi, Xxxxx Holding Group Limited (“Xxxxx”)Vogel, Union Sky and Baring SPV, to which Xxxx Xxxxx Enterprises Limited (“Hony SPV”) SPV joined as a party on January 12, 2014; (ii) (A) Baring LP shall reduce its funding pursuant to the equity commitment contemplated by its Other Sponsor Equity Commitment Letter by US$100,000,000 (the “"Amended Baring Equity Commitment”") and (B) Hony LP shall reduce its funding pursuant to the equity commitment contemplated by its Other Sponsor Equity Commitment Letter by US$50,000,000 (the “"Amended Hony Equity Commitment”"); and (iii) (A) Baring LP and Hony LP the parties hereto that are party to each Other Sponsor Equity Commitment Letter shall execute and deliver an amended equity commitment letter in the form attached hereto as Exhibit E-1 and Exhibit E-2, respectively, to provide for the Amended Baring Equity Commitment and the Amended Hony Equity Commitment, as applicable, (B) Baring LP, Hony LP and Union Sky the parties hereto that are party to each Limited Guarantee shall each execute and deliver an amended limited guarantee in the form attached hereto as Exhibit F-1, Exhibit F-2 and Exhibit F-3, respectively, to reduce its the Guaranteed Percentage (as defined in its such Limited Guarantee) pro rata with the Other Investors based on their expected ownership in Holdco as of immediately after the Closing, and (C) the parties hereto shall cause that certain the Interim Investors Agreement, dated as of March 17, 2014 (the “Original Interim Investors Agreement”), by and among Mr. Shi, Vogel, Union Sky, Baring SPV, and Hony SPV Agreement to be amended and restated in the form attached hereto as Exhibit G (the “Amended and Restated Interim Investors Agreement”) to (w) reflect the Equity Commitment, the Amended Baring Equity Commitment and the Amended Hony Equity Commitment, (x) provide that the Sponsor Fund and Other Investors shall share the fees, expenses and disbursements incurred in connection with the Merger in accordance with Section 1.6 of the Original Interim Investors Agreement as if the Investor Equity Commitment (as defined in the Original Interim Investors Agreement) of the Sponsor Fund equals the Equity Commitment, (y) include the reasonable fees, expenses and disbursements up to US$150,000 payable to Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx by the New Sponsor in the Approved Legal Fees (as defined in the Original Interim Investors Agreement) and (z) provide the Sponsor Fund with substantially similar shareholder, governance and other rights as the Other Sponsors (including the Sponsor Fund’s right to designate one director to the board of directors of Holdco). (f) The New Sponsor shall promptly provide, and shall cause the Sponsor Fund to promptly provide, all information reasonably requested by each Bank in connection with such Bank’s 's client identification and “"know your customer” " procedures. (g) The New Sponsor shall ensure the funds at the Sponsor Fund’s disposal are is at all times between the date of the Written Evidence and the Closing maintained at a level sufficient for the Sponsor Fund to pay the Equity Commitment under Section 1(a) and the Sponsor Fund Equity Commitment Letter; provided that the Sponsor Fund may invest such amount in short term or other investment products as reasonably determined by the New Sponsor. (h) Subject to receipt of the Special Committee Consent and Bank Approval, the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, one Business Days prior to the Closing Date, to WGM and WSGR, copies of bank statements or alternatively, other written evidence, in form and substance reasonably satisfactory to the Other Investors, providing reasonable evidence that the aggregate amount in United States dollars standing to the credit of the Sponsor Fund is not less than US$300,000,000 (taking into consideration of the amount of the Equity Commitment previously funded pursuant to Section 1(d)). (i) The New Sponsor shall comply with Section 2.3 of the Consortium Agreement as if it is a party thereto.