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

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. Without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Parent, Midco and Merger Sub The Parent Parties shall not, and each shall use reasonable best efforts to cause the other Buyer Group Parties and their Affiliates not to, enter into amend modify, withdraw or modify terminate any Buyer Group Contract or waive any rights thereunder in any manner that that would (ai) which wouldresult, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded Shares, (ii) individually or in the aggregate, prevent or materially delay the ability of Parent, Midco or Merger Sub any Parent Party to consummate the Merger and the other Transactions or (biii) which would prevent or materially impair the ability of any management member, member or 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 7.03Superior Proposal, taking any of the actions described in Section 7.03 6.3 to the extent such actions are permitted to be taken by the Company thereunder; provided that . The Parent Parties shall not, and each shall cause the foregoing shall other Buyer Group Parties not to, enter into any Contract to prohibit or restrict any director, management member or employee of the Company from becoming or its subsidiaries to take any actions described in Section 6.3 in connection with a party Competing Proposal to the Contribution Agreements and the Voting Agreements. Within two (2) Business Days after the execution thereof, Parent, Midco and Merger Sub shall provide extent such actions are permitted to be taken by the Company with a copy of any amendment to a Buyer Group Contractthereunder.

No Amendment to Buyer Group Contracts. Without the Company’s prior written consent, consent which consent shall may not be unreasonably withheld, conditioned delayed or delayedconditioned, Parent, Midco (a) Parent and Merger Sub shall not, and shall use reasonable best efforts to cause the other Buyer Group Parties and their Affiliates not to, enter into or modify any Contract or amend, modify, withdraw or terminate any Buyer Group Contract or waive any rights thereunder in a manner that would (ai) which would, individually or in the aggregate, prevent or materially delay the ability of Parent, Midco Parent or Merger Sub to consummate the Merger and the other Transactions or (bii) which would prevent or materially impair the ability of any management member, member or 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 7.03Superior Proposal, taking any of the actions described in Section 7.03 6.04 to the extent such actions are permitted to be taken by the Company thereunder; provided thereunder and (b) Parent shall not (and shall procure that the foregoing other Buyer Group Parties shall not restrict not) enter into or modify any employee Contract pursuant to which any management members, directors or shareholders of the Company Company, or any of their respective Affiliates receives any consideration or other economic value from becoming a party to any person in connection with the Contribution Agreements and Transactions that is not provided or expressly contemplated in 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 ContractContracts as of the date hereof.