Failure to Agree. (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.
Appears in 10 contracts
Samples: Consortium Agreement, Consortium Agreement (Right Advance Management Ltd.), Consortium Agreement (Idg-Accel China Growth Fund Ii L P)
Failure to Agree. (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, then (x) either the Founder Parties or (b) a Party is not satisfied with Sponsor, as the results of its due diligence investigationcase may be, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties Parties, and (IIy) this Agreement shall terminate with respect to each such withdrawing Party, following which the provisions of Section 6.02(a) will apply.
Appears in 3 contracts
Samples: Consortium Agreement (Chuanwei Zhang), Consortium Agreement (China Ming Yang Wind Power Group LTD), Adherence Agreement (Chuanwei Zhang)
Failure to Agree. (a) If the Parties are unable to agree either (ia) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (iib) with the Special Committee on the material terms of a Transaction transaction which the Special Committee agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (Ii) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (IIii) this Agreement shall terminate with respect to such withdrawing Party.
Appears in 2 contracts
Samples: Consortium Agreement (Wang Zhili), Consortium Agreement (Wang Zhili)
Failure to Agree. (a) If the Parties are unable to agree either (ia) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (iib) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the TargetCompany, or then (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (Ii) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties Transaction; and (IIii) this Agreement shall terminate with respect to such withdrawing Party, following which the provisions of Section 6.02 will apply.
Appears in 2 contracts
Samples: Consortium Agreement (Shah Capital Management), Consortium Agreement (Shah Capital Management)
Failure to Agree. (a) If the Parties are unable to agree either (ia) as between themselves the Sponsor Parties, on the one hand, and the Founder Parties, on the other hand, upon the material terms of the Transaction or the Debt Financing for the TransactionDefinitive Documents, or (iib) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, then subject to Section 5.3(a), (Ii) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties Parties; and (IIii) this Agreement shall terminate with respect to such withdrawing Partyparty.
Appears in 2 contracts
Samples: Consortium Agreement (Tang Jian), Consortium Agreement (Huang Jianjun)
Failure to Agree. (a) If the Parties are unable to agree either (ia) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, ; or (iib) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (Ii) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (IIii) this Agreement shall terminate with respect to such withdrawing Party.
Appears in 2 contracts
Samples: Consortium Agreement (Cheung Siu Fai), Consortium Agreement (Qi Guosheng)
Failure to Agree. At any time prior to execution and delivery of a Merger Agreement, if (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the TargetCompany, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.
Appears in 2 contracts
Samples: Consortium Agreement (Ma Baoli), Consortium Agreement (WANG Yi)
Failure to Agree. (a) If the Parties are unable to agree either (i) as between among themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a the Transaction which the Special Committee agrees to recommend to the public shareholders of the TargetCompany, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party. Upon termination of this Agreement with respect to all Parties, the Parties shall jointly own but may use separately all of the due diligence information, advice and work product in relation to the Transactions and any Advisors appointed under this Agreement may continue to advise, separately, any of the Parties.
Appears in 1 contract
Failure to Agree. At any time prior to execution and delivery of a Merger Agreement, if (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee Target Board on the material terms of a Transaction which the Special Committee Target Board agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.
Appears in 1 contract
Samples: Consortium Agreement (SILVER TRILLION INVESTMENTS LTD)
Failure to Agree. If (a) If the Parties are unable to agree either (i) as between among themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a the Transaction which the Special Committee agrees to recommend to the public shareholders of the TargetCompany, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to the Sponsor’s consent and Section 5.3(a6.3(a), (I) a any Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall immediately terminate with respect to such withdrawing Party.
Appears in 1 contract
Samples: Consortium Agreement (New Frontier Public Holding Ltd.)
Failure to Agree. (a) If the Parties are unable to agree either (i) as between among themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee Company on the material terms of a the Transaction which the Special Committee Board agrees to recommend to the public shareholders of the TargetCompany, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.
Appears in 1 contract
Samples: Consortium Agreement (Shao Baiqing)