No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.
No Binding Commitment. This proposal is not a binding offer, agreement or an agreement to make a binding offer. This letter is a preliminary indication of interest by the Consortium and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction, nor does it create any binding rights or obligations in favor of any person. A binding commitment will result only from the execution of Definitive Agreements, and then will be on the terms and conditions provided in such documentation. In closing, the Consortium would like to express its commitment to working together to bring this proposed Transaction to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you. Sincerely, TENCENT HOLDINGS LIMITED By: Name: Xx Xxxxxxx Title: Chairman of the Board of Directors Hammer Capital Opportunities General Partner as the general partner of Hammer Capital Opportunities Fund L.P. By: Name: Xxxxxx Xxxx Title: Authorised Signatory
(1) NON-BINDING PROPOSAL LETTER RECEIVED BY THE CONTROLLING SHAREHOLDER OF THE COMPANY
(2) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER TO ACQUIRE ALL THE ISSUED YIXIN SHARES AND OTHER SECURITIES OF THE COMPANY (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE CONSORTIUM OR PARTIES ACTING IN CONCERT WITH IT) [AND
(3) RESUMPTION OF TRADING]
(1) JD Financial has undertaken that, among other things:
a. it will not accept the Possible Offer in respect of any of the Yixin Shares owned by it or make any of the Yixin Shares owned by it available for acceptance under the Possible Offer, provided that the offer price per Yixin Share for the Possible Offer does not exceed HK$2.00;
b. it will not, during the period between the date of the Irrevocable Undertaking and the earlier of (i) the end of the offer period of the Possible Offer and (ii) the termination of the Irrevocable Undertaking in accordance with its terms, sell, transfer, charge, create or permit to subsist any encumbrances over or otherwise dispose of, directly or indirectly, all or any of the Yixin Shares owned by it or any interest therein, or, except with the prior written consent of the Consortium or the Proposed Offeror, purchase, acquire or otherwise deal or undertake any dealing or make an offer to acquire or deal in any Yixin Shares or other securities of the Company (or any interest therein), provided that if the offer price per Yixin Share ...
No Binding Commitment. Nothing contained in this Agreement or in any discussions undertaken, or disclosures made pursuant hereto shall: (a) be interpreted or relied upon, directly or indirectly, by either Part as a commitment or intent to engage in a business relationship, contract, or future dealings with the other Party; and (b) prevent either Party from entering into similar discussions with unrelated third parties so long as such discussions do not violate the terms and conditions imposed by this Agreement.
No Binding Commitment. The execution of this Agreement does not in any way constitute a binding commitment on the part of either Party to enter into or complete negotiations of any kind, including in connection with the Purpose.
No Binding Commitment. The Company’s intention to grant to Executive the restricted stock units described in this Section 3(e) is an expression of intent only, and does not constitute a legally binding commitment of the Company in any manner. Executive shall have no remedy against the Company in the event such grant is not made to him.
No Binding Commitment. 5.1 This Agreement does not in any way constitute a binding commitment between the Parties, with respect to the Purpose, other than those set out specifically herein, and does not in any way constitute a partnership or joint venture or a binding commitment on the part of either Party to enter into or complete negotiations or any transactions with the other Party.
5.2 In the event that the Parties enter into a subsequent written agreement, the terms of such agreement concerning confidentiality of information shall supersede any conflicting terms of this Agreement.
No Binding Commitment. Please note that this Agreement does not constitute a commitment by IPI to provide or purchase an IP-Collateralized Loan or any other financing, including, without limitation, any debt or equity securities of the Company. Pxxxx X. Xxxxx July 25, 2005 Page 6
No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation. In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you. Sincerely, By: Name: Title: By: Name: Title: By: Name: Title: Major Shareholder, Union Sky Union Sky Holding Group Limited and Xxxxx Holding Group Limited 115,690,687 1 2,887,853 Nil Baring Private Equity Asia V Holding (12) Limited Nil Nil Nil 1 including 11,800,000 Ordinary Shares to be transferred to Baring Private Equity Asia V Holding (12) Limited pursuant to a Share Purchase Agreement entered into on or about the date hereof by, inter alia , the Major Shareholder and the Initial Sponsor. THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on , 201 BY: [New Sponsor], a [limited liability company] organized and existing under the laws of [—] with its registered address at [—] (the “New Sponsor”).
No Binding Commitment. This proposal is not a binding offer, agreement or an agreement to make a binding offer. This letter is a preliminary indication of interest by the Consortium and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction, nor does it create any binding rights or obligations in favor of any person. A binding commitment will result only from the execution of Definitive Agreements, and then will be on the terms and conditions provided in such documentation. In closing, the Consortium would like to express its commitment to working together to bring this proposed Transaction to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you. Sincerely, TENCENT HOLDINGS LIMITED By: Name: Xx Xxxxxxx Title: Chairman of the Board of Directors By: Name: Xxxxxx Xxxx Title: Authorised Signatory (1) NON-BINDING PROPOSAL LETTER RECEIVED BY THE CONTROLLING SHAREHOLDER OF THE COMPANY
No Binding Commitment. A binding commitment with respect to the Transaction will result only from execution of a definitive agreement, subject to the conditions expressed therein. Without limiting the foregoing, this letter agreement is not
