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

No Amendment to Parent Group Contracts. Without the Company’s prior written consent, (i) Parent and Merger Sub shall not, and shall cause the members of the Parent Group not to, enter into any Contract or amend, modify, withdraw or terminate any Parent Group Contract in a manner that would (A) result, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded Shares, (B) 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 (C) 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, taking any of the actions described in Section 6.04 to the extent such actions are permitted to be taken by the Company thereunder, and (ii) Parent and the members of the Parent Group, shall not enter into or modify any Contract, other than any GS Purchase Agreement, 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 Parent Group Contracts as of the date hereof, including any carried interest, share option, share appreciation right or other forms of equity or quasi-equity right. Within two (2) Business Days after the execution thereof, Parent and Merger Sub shall provide the Company with a copy of any Contract relating to the Transactions or any GS Purchase Agreement that is entered into after the date hereof and to which a member of the Parent Group is a party. Parent and Merger Sub agree that any action by any member of the Parent Group who is not a party to this Agreement that would constitute a breach of this Section 6.15 if such member of the Parent Group were a party to this Agreement for the purposes of this Section 6.15 shall be deemed to be a breach of this Section 6.15. The Company hereby consents to the termination or amendment and restatement, as applicable, of the Original Parent Group Contracts concurrently with the execution of this Agreement and the Parent Group Contracts.

No Amendment to Parent Group Contracts. Without the Company’s prior written consent, (i) Parent and Merger Sub shall not, and shall cause the members of the Parent Group not to, enter into any Contract or amend, modify, withdraw or terminate any Parent Group Contract in a manner that would (A) result, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded Shares, (B) 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 (C) 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, taking any of the actions described in Section 6.04 to the extent such actions are permitted to be taken by the Company thereunder, thereunder and (ii) Parent and the members of the Parent Group, shall not enter into or modify any Contract, other than any GS Purchase Agreement, 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 Parent Group Contracts as of the date hereof, including any carried interest, share option, share appreciation right or other forms of equity or quasi-equity right. Within two (2) Business Days after the execution thereof, Parent and Merger Sub shall provide the Company with a copy of any Contract relating to the Transactions or any GS Purchase Agreement that is entered into after the date hereof and to which a member of the Parent Group is a party. Parent and Merger Sub agree that any action by any member of the Parent Group who is not a party to this Agreement that would constitute a breach of this Section 6.15 6.16 if such member of the Parent Group were a party to this Agreement for the purposes of this Section 6.15 6.16 shall be deemed to be a breach of this Section 6.15. The Company hereby consents to the termination or amendment and restatement, as applicable, of the Original Parent Group Contracts concurrently with the execution of this Agreement and the Parent Group Contracts6.16.

No Amendment to Parent Group Contracts. Without the Company’s prior written consent, (i) Parent and Merger Sub shall not, and shall cause the members of the Parent Group not to, enter into any Contract or amend, modify, withdraw or terminate any Parent Group Contract or waive any rights thereunder in a manner that would (Ai) result, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded SharesShares or change the number of Rollover Shares of the Founder Parties, in each case, other than as provided in the Support Agreement, (Bii) 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 (Ciii) 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 Superior Proposal, taking any of the actions described in Section 6.04 to the extent such actions are permitted to be taken by the Company thereunder; provided that in no event shall any of Parent or any other member of the Parent Group amend or modify the Support Agreement or the Equity Commitment Letters in any manner that is adverse to the rights of the Company to enforce certain terms thereof as a third party beneficiary without the Special Committee’s prior written consent. Within two (2) Business Days after the execution thereof, Parent and Merger Sub shall provide the Company with a copy of any Contract (other than any Contract entered into by and between any Supporting Shareholder or Sponsor or any Affiliate thereof, on the one hand, and any other Affiliate of such Supporting Shareholder or Sponsor, any limited partner or co-investor of any Affiliate of such Supporting Shareholder or Sponsor, or any affiliated investment fund or investment vehicle that is advised, managed or sponsored by the investment or fund manager of such Supporting Shareholder or Sponsor or any Affiliate thereof (iior any general partner, limited partner or officer thereof), on the other hand) (each an “Applicable Contract”) relating to the Transactions that is entered into after the date hereof and to which any member of the Parent and Group is a party. Parent shall promptly notify the Company in writing if Parent or any of the members of the Parent Group, shall not enter into or Group modify any Contract, other than any GS Purchase Agreement, Applicable 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 person in connection with the Transactions Transaction that is not provided or expressly contemplated in the Parent Group Contracts as of the date hereof, including any carried interest, share option, share appreciation right or other forms of equity or quasi-equity right. Within two (2) Business Days after the execution thereof, Parent and Merger Sub shall provide the Company with a copy of any Contract relating to the Transactions or any GS Purchase Agreement that is entered into after the date hereof and to which a member of the Parent Group is a party. Parent and Merger Sub agree that any action by any member of the Parent Group who is not a party to this Agreement that would constitute a breach of this Section 6.15 6.16 if such member of the Parent Group were a party to this Agreement for the purposes of this Section 6.15 6.16 shall be deemed to be a breach of this Section 6.15. The Company hereby consents to the termination or amendment and restatement, as applicable, of the Original Parent Group Contracts concurrently with the execution of this Agreement and the Parent Group Contracts6.16.

No Amendment to Parent Group Contracts. Without the Company’s prior written consent, (ia) Parent and Merger Sub shall not, and shall cause the members of the Parent Group not to, enter into any Contract or amend, modify, withdraw or terminate any Parent Group Contract or waive any rights thereunder in a manner that would (Ai) result, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded SharesShares or change the number of Rollover Shares of the Founder Parties, in each case, other than as provided in the Support Agreement, (Bii) 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 (Ciii) 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 Superior Proposal, taking any of the actions described in Section 6.04 to the extent such actions are permitted to be taken by the Company thereunder, thereunder and (iib) Parent and the members of the Parent Group, Group shall not enter into or modify any Contract, other than any GS Purchase Agreement, 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 person in connection with the Transactions that is not provided or expressly contemplated in the Parent Group Contracts as of the date hereof, including any carried interest, share option, share appreciation right or other forms of equity or quasi-equity right. Within two (2) Business Days after the execution thereof, Parent and Merger Sub shall provide the Company with a copy of any Contract relating to the Transactions or any GS Purchase Agreement that is entered into after the date hereof and to which a member of the Parent Group is a party. Parent and Merger Sub agree that any action by any member of the Parent Group who is not a party to this Agreement that would constitute a breach of this Section 6.15 if such member of the Parent Group were a party to this Agreement for the purposes of this Section 6.15 shall be deemed to be a breach of this Section 6.15. The Company hereby consents to the termination or amendment and restatement, as applicable, of the Original Parent Group Contracts concurrently with the execution of this Agreement and the Parent Group Contracts.

No Amendment to Parent Group Contracts. Without the Company’s prior written consent, (i) Parent Parent, Sponsor and Merger Sub shall not, and shall cause the members of the Parent Group not to, enter into any Contract or amend, modify, withdraw or terminate any Parent Group Contract or waive any rights thereunder in a manner that would (Ai) result, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded SharesShares or decrease the aggregate number of Rollover Shares of the Rollover Shareholders (provided that (x) Parent may increase or decrease the number of Rollover Shares of any of the Persons (or their respective Affiliates) set forth on Schedule E so long as the aggregate Rollover Shares thereof does not decrease below the minimum number set forth on such Schedule E and (y) Parent shall obtain the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed) in connection with any increase in the number of Rollover Shares of any Persons (or their respective Affiliates) not set forth on such Schedule E), in each case, other than as provided in the Rollover and Support Agreement, (Bii) 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 (Ciii) 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 Superior Proposal, taking any of the actions (in such individual’s capacity as a management member or director of the Company acting on behalf of the Company), described in Section 6.04 ‎Section 5.04(b) and ‎Section 5.04(d), to the extent such actions are permitted to be taken by the Company thereunder; provided that in no event shall Parent amend or modify the Rollover and Support Agreement or the Equity Commitment Letters in any manner that is adverse to the rights of the Company to enforce certain terms thereof as a third-party beneficiary without the Special Committee’s prior written consent. Within three (3) Business Days prior to the Company Shareholders Meeting, and (ii) Parent and Merger Sub shall provide the members Company with a copy of the Parent Group, shall not enter into or modify any Contract, Contract (other than any GS Purchase AgreementContract entered into by and between any Rollover Shareholder or Sponsor or any Affiliate thereof, on the one hand, and any other Affiliate of such Rollover Shareholder or Sponsor, any limited partner or co-investor of any Affiliate of Sponsor, or any affiliated investment fund or investment vehicle that is advised, managed or sponsored by the investment or fund manager of Sponsor or any Affiliate thereof (or any general partner, limited partner or officer thereof), on the other hand) (each an “Applicable Contract”) relating to the Transactions that is entered into after the Agreement Date and to which any of Parent, Merger Sub, Rollover Shareholders or Sponsor is a party. Parent shall notify the Company in writing within three (3) Business Days prior to the Company Shareholders Meeting, if any Applicable Contract is modified 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 interest from any Person person in connection with the Transactions Transaction that is not provided or expressly contemplated in the Parent Group Contracts as of the date hereofAgreement Date, including any carried interest, share option, share appreciation right or other forms of equity or quasi-equity right. Within two (2) Business Days after the execution thereof, Parent and Merger Sub shall provide the Company with a copy of any Contract relating to the Transactions or any GS Purchase Agreement that is entered into after the date hereof and to which a member of the Parent Group is a party. Parent and Merger Xxxxxx Sub agree that any action taken by any member of party to the Parent Group Interim Investors Agreement who is not a party to this Agreement that would constitute a breach of this Section 6.15 ‎Section 6.10 if such member of the Parent Group Person were a party to this Agreement for the purposes of this Section 6.15 ‎Section 6.10 shall be deemed to be a breach of this Section 6.15. The Company hereby consents to the termination or amendment and restatement, as applicable, of the Original Parent Group Contracts concurrently with the execution of this Agreement and the Parent Group Contracts‎Section 6.10.

No Amendment to Parent Group Contracts. Without the Company’s prior written consent, (ia) Parent and Merger Amalgamation Sub shall not, and shall cause the members of the Parent Group not to, enter into any Contract or amend, modify, withdraw or terminate any Parent Group Contract or waive any rights thereunder in a manner that would (Ai) result, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded Shares or change the number of Rollover Shares, in each case, other than as provided in the Support Agreement, (Bii) individually or in the aggregate, prevent or materially delay the ability of Parent or Merger Amalgamation Sub to consummate the Merger Amalgamation and the other Transactions or (Ciii) 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 Superior Proposal, taking any of the actions described in Section 6.04 to the extent such actions are permitted to be taken by the Company thereunder, thereunder and (iib) Parent and the members of the Parent Group, Group shall not enter into or modify any Contract, other than any GS Purchase Agreement, 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 person in connection with the Transactions that is not provided or expressly contemplated in the Parent Group Contracts as of the date hereof, including any carried interest, share option, share appreciation right or other forms of equity or quasi-equity right. Within two (2) Business Days after the execution thereof, Parent and Merger Amalgamation Sub shall provide the Company with a copy of any Contract relating to the Transactions or any GS Purchase Agreement that is entered into after the date hereof and to which a member of the Parent Group is a party. Parent and Merger Amalgamation Sub agree that any action by any member of the Parent Group who is not a party to this Agreement that would constitute a breach of this Section 6.15 6.14 if such member of the Parent Group were a party to this Agreement for the purposes of this Section 6.15 6.14 shall be deemed to be a breach of this Section 6.15. The Company hereby consents to the termination or amendment and restatement, as applicable, of the Original Parent Group Contracts concurrently with the execution of this Agreement and the Parent Group Contracts6.14.