No Amendment to Buyer Group Contracts. (a) Except as contemplated by Section 3.01(f), without the Special Committee’s prior written consent, (i) Parent and Merger Sub shall not, and shall cause the Buyer Group Parties not to, enter into any Contract or amend, modify, waive, withdraw or terminate any Buyer Group Contract (including any Additional Rollover Agreement) in a manner that would result, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded Shares, and (ii) Parent and the Buyer Group Parties, including their respective Affiliates, shall not enter into or modify any Contract pursuant to which any management members, directors or shareholders of the Company, or any of their respective Affiliates receives any consideration or other economic value from any Person in connection with the Transactions that is not provided in the Buyer Group Contracts as of the date hereof, including without limitation any carried interest, stock option, stock appreciation right or other forms of equity or quasi-equity right.
(b) Within three Business Days after the execution thereof, Parent and Merger Sub shall provide the Special Committee with a copy of any Contract relating to the Transactions (including any Additional Rollover Agreements) that is entered into after the date hereof and to which a Buyer Group Party is a party. Parent and Merger Sub agree that any action by Buyer Group Parties who are not parties to this Agreement that would constitute a breach of this Section 7.16 if Buyer Group Parties who are not parties to this Agreement were a party to this Agreement for the purposes of this Section 7.16 shall be deemed to be a breach of this Section 7.16.
No Amendment to Buyer Group Contracts. Without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Parent, Midco and Merger Sub shall not, and shall use reasonable best efforts to cause the Buyer Group Parties and their Affiliates not to, enter into or modify any Contract (a) which would, individually or in the aggregate, prevent or materially delay the ability of Parent, Midco or Merger Sub to consummate the Merger and the other Transactions or (b) which would prevent or materially impair the ability of any management member, director or shareholder of the Company, or any of their respective Affiliates, with respect to any Acquisition Proposal the Company may receive that did not result from any breach of Section 7.03, taking any of the actions described in Section 7.03 to the extent such actions are permitted to be taken by the Company thereunder; provided that the foregoing shall not restrict any employee of the Company from becoming a party to the Contribution Agreements and the Voting Agreements. Within two (2) Business Days after the execution thereof, Parent, Midco and Merger Sub shall provide the Company with a copy of any amendment to a Buyer Group Contract.
No Amendment to Buyer Group Contracts. Parent and Merger Sub shall not, and shall cause its respective Affiliates not to (a) amend, modify, withdraw, waive or terminate any Buyer Group Contract, or (b) enter into or modify any other Contract directly relating to the Transactions (excluding any Contract solely relating to Parent or the Surviving Corporation taking effect following the Effective Time), in each case, without the prior written consent of the Special Committee (acting on behalf of the Company), if such amendment, modification, withdrawal, waiver or termination of any Buyer Group Contract or such other Contract including any modification thereto (each, an “Amendment to Buyer Group Contract”) would be reasonably expected to prevent, materially delay, materially impede or impair the consummation of the Merger, provided that Parent and Merger Sub shall, prior to its and/or its Affiliate’s entering into such Amendment to Buyer Group Contract, notify the Special Committee (acting on behalf of the Company) in writing, which notice shall be accompanied by a true and complete copy of such Amendment to Buyer Group Contract.
No Amendment to Buyer Group Contracts. Holdco, Parent and Merger Sub shall not, and shall cause their respective Affiliates, and shall use commercially reasonable efforts to cause MSPEA, Mr. Zishen Wu, Xx. Xxxxxxx Xxxxx and the Sponsor not to, amend, modify, withdraw, waive or terminate any Buyer Group Contract in a manner that would impede or materially delay the consummation of the Transactions.
No Amendment to Buyer Group Contracts. Without the Company’s prior written consent, Parent and Merger Sub shall not, and shall cause the other Buyer Group Parties not to, (a) enter into any Contract or amend, modify, withdraw or terminate any Buyer Group Contract or waive any rights thereunder, in each case, in a manner that has or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (b) enter into or modify any Contract pursuant to which any management members, directors or shareholders of the Company, or any of their respective Affiliates receives consideration of a different amount or nature than the Per Share Merger Consideration in connection with the transactions contemplated by this Agreement that is not provided or expressly contemplated in the Buyer Group Contracts as of the date hereof.
No Amendment to Buyer Group Contracts. Parent and Merger Sub shall not, and each shall cause the other Buyer Group Parties not to, without the Company’s prior written consent, (i) amend, modify, withdraw or terminate any Buyer Group Contract or waive any rights thereunder, (ii) enter into any Contract to prohibit or restrict any director, management member or employee of the Company or its Subsidiaries to take any actions described in Section 6.3 in connection with an Acquisition Proposal to the extent such actions are permitted to be taken by the Company thereunder or (iii) enter into or modify any Contract to which any management members, directors or shareholders of the Company, its Subsidiaries or any of their respective Affiliates receives consideration of a different amount or nature than the Per Share Merger Consideration in connection with the transactions contemplated by this Agreement that is not provided or expressly contemplated in the Buyer Group Contracts as of the date hereof.
No Amendment to Buyer Group Contracts. Parent and Merger Sub shall not, and shall cause its respective Affiliates not to (a) amend, modify, withdraw, waive or terminate any Buyer Group Contract or (b) enter into or modify any other Contract directly relating to the Transactions (excluding for the avoidance of doubt any documents or agreements with respect to the shareholder arrangements of Parent (or any equity holder of Parent)), in each case without the prior written consent of the Special Committee (acting on behalf of the Company), which consent shall not be unreasonably withheld, conditioned or delayed.
No Amendment to Buyer Group Contracts. The Parent Parties shall not, and each shall cause its respective controlled Affiliates not to amend or modify any Buyer Group Contract.
No Amendment to Buyer Group Contracts. Parent and Merger Sub shall not, and shall cause its respective Affiliates not to (a) amend, modify, withdraw, waive or terminate any Buyer Group Contract or (b) enter into or modify any other Contract relating to the Transactions.
No Amendment to Buyer Group Contracts. After the date of this Agreement and prior to the Effective Time, without the Special Committee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Parent and Merger Sub shall not, and shall cause the Buyer Group Parties not to, except as otherwise permitted under this Agreement, (A) amend, modify, waive, withdraw or terminate any Buyer Group Contract, or (B) enter into any other Contract 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 agrees to vote to approve this Agreement or the Merger or to vote against any Superior Proposal.
