Common use of No Amendment to Buyer Group Contracts Clause in Contracts

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. (a) Except as contemplated by Section 3.01(f)After the date of this Agreement and prior to the Effective Time, without the Special Committee’s prior written consent, (i) Parent and Merger Sub shall not, and shall (i) cause the Buyer Group Parties that are Affiliates of Parent and (ii) direct any Buyer Group Parties that are not Affiliates of Parent, in each case, not to, except as otherwise permitted under this Agreement, enter into any Contract or into, amend, modify, waive, withdraw or terminate (A) any Buyer Group Contract, or (B) any other Contract (including x) between Parent, Merger Sub or any Additional Rollover Agreement) in a manner that would resultof their Affiliates (excluding the Company and its Subsidiaries), directly or indirectlyon the one hand, in and any of the Rollover Shares ceasing Company’s or its Subsidiaries’ directors, officers, employees or shareholders, on the other hand, that relate in any way to be treated as Excluded Sharesthe Transactions, and or (iiy) 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 shareholder of the Company, 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 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 shareholder of the date hereof, including without limitation Company agrees to vote to approve this Agreement or the Merger or to vote against any carried interest, stock option, stock appreciation right or other forms of equity or quasi-equity rightSuperior Proposal. (b) Within three two (2) 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 Agreementsi) that is entered into after the date hereof and prior to the Effective Time, (ii) to which a Buyer Group Party is a party, and (iii) that is available to Parent, Merger Sub or any of their respective Affiliates. Parent and Merger Sub agree that any action by Buyer Group Parties that are Affiliates of Parent or Merger Sub and who are not parties to this Agreement that would constitute a breach of this Section 7.16 7.17 if such Buyer Group Parties who are not parties to this Agreement were a party to this Agreement for the purposes of this Section 7.16 7.17 shall be deemed to be a breach of this Section 7.167.17.

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 each shall use reasonable best efforts to cause the other Buyer Group Parties and Rollover Shareholders not to, enter into any Contract or amend, modify, waive, withdraw or terminate any Buyer Group Contract (including or waive any Additional Rollover Agreement) rights thereunder, in each case, in a manner that would result, directly or indirectly, (i) result in any a decrease in the number of the Rollover Shares ceasing to be treated of the Rollover Shareholders, other than as Excluded Sharesprovided in the Support Agreement, and (ii) individually or in the aggregate, prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions, (iii) be adverse to the rights of the Company to enforce certain terms thereof as a third party beneficiary, or (iv) prohibit or restrict any director, management member or employee of the Company or its Subsidiaries to take any actions described in ‎Section 6.04 in connection with a Competing Transaction to the extent such actions are permitted to be taken by the Company thereunder. Parent and Merger Sub shall not, and shall use reasonable best efforts to procure that the other Buyer Group PartiesParties and Rollover Shareholders shall not, 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 Affiliates, receives any consideration or other economic value from any Person in connection with the Transactions that is not provided or expressly contemplated in the Buyer Group Contracts as of the date hereof, including without limitation any carried interest, stock share option, stock share 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. (a) Except as contemplated by Section 3.01(f), without Without the Special CommitteeCompany’s prior written consent, (i) Parent and Merger Sub shall not, and shall use reasonable best efforts to cause the Buyer Group Parties and their Affiliates 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 (A) which would, individually or in the aggregate, prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions or (B) which would prevent or materially impair the ability of any management membersmember, directors director or shareholders stockholder (excluding any of the Persons set forth in Section 7.19 of the Parent Disclosure Schedule) of the Company, or any of their respective Affiliates receives Affiliates, with respect to any consideration or other economic value Acquisition Proposal the Company may receive that did not result from any Person in connection with the Transactions that is not provided in the Buyer Group Contracts as breach of Section 7.03, taking any of the date hereofactions described in Section 7.03(b)(ii), including without limitation any carried interest, stock option, stock appreciation right Section 7.03(b)(iii) or other forms of equity or quasi-equity right. Section 7.03(b)(iv) to the extent such actions are permitted to be taken by the Company thereunder. Within two (b2) Within three Business Days after the execution thereof, Parent and Merger Sub shall provide the Special Committee Company with a copy of any Contract relating to the Transactions (including x) any Additional Rollover AgreementsAgreement, (y) that is entered into after the date hereof and any agreement pursuant to which a Rollover Stockholder who is a party thereto agrees to vote such Rollover Stockholder’s Shares in favor of the adoption of this Agreement, and (z) any amendment to a Buyer Group Party is a party. Parent Contract. (b) The parties hereby acknowledge and Merger Sub agree that nothing herein amends, modifies or constitutes any action by Buyer Group Parties who are not parties to this Agreement that would constitute a breach waiver 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 Company of this Section 7.16 any of its rights under the Confidentiality Agreement, which agreement shall be deemed to be a breach of this Section 7.16remain in full force and effect.

No Amendment to Buyer Group Contracts. (a) Except as contemplated by Section 3.01(f)Subject to the provisions of the Support Agreement relating to a Change of Recommendation, without the Special Independent Committee’s prior written consentconsent (which consent shall not be unreasonably withheld, delayed or conditioned), (i) Parent and Merger Sub shall not, and shall cause the Buyer Group Parties (other than Parent, the Founder Shareholders and their affiliates, but including the Guarantor) not to, enter into any Contract or unless and until a Change of Recommendation has occurred, amend, modify, waivewaive any provision of, withdraw withdraw, terminate or terminate enter into 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 SharesContract, and (ii) Parent and the Buyer Group Parties, including their respective Affiliatesaffiliates, shall not enter into or modify any Contract pursuant to which any management members, directors or shareholders of the CompanyCompany (other than the Founder Shareholders), or any of their respective Affiliates affiliates receives any consideration or other economic value from any Person 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 share option, stock share appreciation right or other forms of equity or quasi-equity right. (b) Within three two (2) Business Days after the execution thereof, Parent and Merger Sub shall provide the Special Independent Committee with a copy of any Contract relating (other than Contracts that are entered into between any Buyer Group Party, on the one hand, and any Representative of such Buyer Group Party, on the other hand) (i) (A) under which the obligations of the parties to such Contract are similar to those in any existing Buyer Group Contract, (B) solely among one or more Buyer Group Parties (including a consortium agreement or similar contractual arrangement) but not including any third party or (C) relate to any of the matters described in Section 6.18(a)(ii), and (ii) that relates to the Transactions (including any Additional Rollover Agreements) Transactions, in each case 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 6.18 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 6.18 shall be deemed to be a breach of this Section 7.166.18.