Common use of Parent Group Contracts Clause in Contracts

Parent Group Contracts. Parent has delivered to the Company and the Special Committee a true and complete copy of each of: (a) the Consortium Term Sheet, (b) the Tiger SPA, (c) the Equity Commitment Letters, (c) the Guarantees, (d) the Contribution and Support Agreement and (e) the Interim Investors Agreement (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof. As of the date hereof, other than the Parent Group Contracts, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) (i) relating to the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates (excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company following the Effective Time), (ii) relating to the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect to agreements solely relating to the Surviving Company following the Effective Time), on the other hand or (iii) 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 has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.

Parent Group Contracts. Parent has delivered to the Company and the Special Committee a true and complete copy of each of: (a) the Consortium Term SheetAgreement, (b) the Tiger Consortium SPA, (c) the Equity Commitment Letters, (c) the GuaranteesSupport Agreement, (d) the Contribution and Support Agreement and Interim Investors Agreement, (e) the Interim Investors Agreement Baring Guarantees and (f) the HONY Guarantee (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof. As of the date hereof, other than the Parent Group Contracts, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) (i) relating to the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates (excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company Corporation following the Effective Time), (ii) relating to the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect to agreements solely relating to the Surviving Company following the Effective Time)such, on the other hand or (iii) 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 has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.

Parent Group Contracts. Parent has delivered to the Company and the Special Committee a true and complete copy of each of: (a) the Consortium Term Sheet, (b) the Tiger SPA, (ci) the Equity Commitment LettersLetter, (cii) the GuaranteesGuarantee, and (diii) the Contribution and Support Agreement and (e) the Interim Investors Agreement Agreement, (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof. As of the date hereof, other than the Parent Group Contracts, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) Contracts (i) relating to the Transactions between or among two or more of the following persons (including any two of the same category of person): Parent, Merger Sub, any the Rollover Shareholder, any or the Sponsor (or through any of their respective Affiliates (Affiliates, but excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company following the Effective Time), (ii) relating to the Transactions between or among Parent, Merger Sub, any the Rollover Shareholder, any the Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members member of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect to agreements solely relating to the Surviving Company following the Effective Time)such, on the other hand or (iii) 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 has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.

Parent Group Contracts. Parent has delivered to the Company and the Special Committee a true and complete copy of each of: (a) the Consortium Term SheetAgreement, (b) the Tiger SPA, (c) the Equity Commitment Letters, (c) the GuaranteesSupport Agreement, and (d) the Contribution and Support Agreement and (e) the Interim Investors Agreement Limited Guarantees (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof, if any. As of the date hereof, other Other than the Parent Group Contracts, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) (i) relating to or entered into in connection with the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates (excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company Corporation following the Effective Time), (ii) relating to or entered into in connection with the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect to agreements solely relating to the Surviving Company following the Effective Time)such, on the other hand hand, (iii) relating to the operation, governance or management of the Company between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates, and there have been no such Contracts, agreements, arrangements or understanding prior to the date of this Agreement, or (iiiiv) 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 has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior ProposalProposal and to which, in each case, Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates is a party.

Parent Group Contracts. Parent has delivered to the Company and the Special Committee a true and complete copy of each of: (ai) the Consortium Term SheetInterim Investors Agreement, (b) the Tiger SPA, (cii) the Equity Commitment Letters, (ciii) the Guarantees, (div) the Contribution and Support Agreement Agreement, and (ev) the Interim Investors Rollover Agreement (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof. As of the date hereof, other than the Parent Group Contracts, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) Contracts (i) relating to the Transactions between or among two or more of the following persons (including any two of the same category of person): Parent, Merger Sub, any Rollover Shareholder, any Supporting Shareholder, or any Sponsor (or through any of their respective Affiliates (Affiliates, but excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company following the Effective Time), (ii) relating to the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Supporting Shareholder, any Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members member of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect to agreements solely relating to the Surviving Company following the Effective Time)such, on the other hand or (iii) 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 has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.

Parent Group Contracts. Parent has delivered to the Company and the Special Committee a true and complete copy of each of: (a) the Consortium Term SheetEquity Commitment Letters, (b) the Tiger SPASupport Agreement, (c) the Equity Commitment Letters, (c) the Limited Guarantees, and (d) the Contribution and Support Agreement and (e) the Interim Investors Agreement (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof. As of the date hereof, other than the Parent Group Contracts, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) (i) relating to the Transactions between or among Parent, Merger Amalgamation Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates (excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company Corporation following the Effective Time), (ii) relating to the Transactions between or among Parent, Merger Amalgamation Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect to agreements solely relating to the Surviving Company following the Effective Time)such, on the other hand or (iii) 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 Amalgamation Consideration or pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger Amalgamation or has agreed to vote against any Superior Proposal.

Parent Group Contracts. Parent has delivered to Other than this Agreement, the Company and Support Agreement, the Special Committee a true and complete copy of each of: (a) the Consortium Term SheetLimited Guarantees, (b) the Tiger SPA, (c) the Equity Commitment Letters, (c) the Guarantees, (d) the Contribution and Support Agreement and (e) the Interim Investors Agreement Agreement, the Consortium Agreement, the Executive Excluded Securities Letters, the Former CEO Letter Agreement, the Confidentiality Agreements and the documents set out in Section 5.12 of the Parent Disclosure Letter (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof. As of the date hereof, other than the Parent Group Contracts, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether oral or not legally enforceablewritten) (i) relating to the Transactions between or among Parent, Merger Sub, any the Rollover ShareholderShareholders, any Sponsor the Guarantors, the Sponsors or any of their respective Affiliates (excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company following the Effective Timeand its Subsidiaries), (ii) relating to the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates, on the one hand, and any member directors, officers, employees or shareholders of the Company or any Subsidiary of the Company’s management, on the other hand, that relate in any members way to the Transactions (other than any Contracts, arrangements or understandings entered into after the date hereof which solely relate to matters following the Effective Time and do not in any way affect the securities of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect outstanding prior to agreements solely relating to the Surviving Company following the Effective Time), on the other hand ; or (iiiii) to which Parent, Merger Sub, the Guarantors or any Affiliates of any Guarantor is a party and pursuant to which any management member, director or shareholder of the Company would be entitled to receive consideration in respect of Company Equity Interests of a different amount or nature than the Per Share Merger Consideration or the Per ADS Merger Consideration consideration that is provided in this Agreement or pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.

Parent Group Contracts. Parent has delivered to the Company and the Special Committee a true and complete copy of each of: (ai) the Consortium Term SheetInterim Investors Agreement, dated as of the Agreement Date, among the Rollover Shareholders and Parent (the “Interim Investor Agreement”), (b) the Tiger SPA, (cii) the Equity Commitment Letters, Letters and (ciii) the Guarantees, (d) the Contribution Rollover and Support Agreement and (e) the Interim Investors Agreement (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof. As of the date hereofAgreement Date, other than this Agreement, the Parent Group ContractsContracts and the Joint Bidding Agreement dated as of November 30, 2022 (as amended on April 30, 2023), by and among General Atlantic L.P., Dragoneer Investment Group, LLC and the Founders, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) Contracts (i) relating to the Transactions between or among two or more of the following persons (including any two of the same category of person): Parent, Merger Sub, Sub or any Rollover Shareholder, any Sponsor Shareholder (or through any of their respective Affiliates (Affiliates, but excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company following the Effective Time), (ii) relating to the Transactions between or among Parent, Merger Sub, Sub or any Rollover Shareholder, any Sponsor Shareholder or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members member of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect to agreements solely relating to the Surviving Company following the Effective Time)such, on the other hand or (iii) 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 has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.

Parent Group Contracts. Parent has delivered to the Company and the Special Committee a true and complete copy of each of: (a) the Consortium Term Sheet, (b) the Tiger SPA, (ci) the Equity Commitment LettersLetter, (cii) the GuaranteesLimited Guarantee, and (diii) the Contribution and Support Agreement and (e) the Interim Investors Agreement (collectively, the “Parent Group Contracts”), including all amendments thereto or modifications thereof. As of the date hereof, other than (x) the Parent Group ContractsContracts and (y) Contracts that are or will be publicly disclosed by the Management Members, there are no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) Contracts (i) relating to the Transactions between or among two or more of the following persons (including any two of the same category of person): Parent, Merger Sub, any Rollover ShareholderManagement Member, any Sponsor or the Guarantor (or through any of their respective Affiliates (Affiliates, but excluding any agreements among any one or more of the foregoing solely relating to the Surviving Company following the Effective Time), (ii) relating to the Transactions between or among Parent, Merger Sub, any Rollover ShareholderManagement Member, any Sponsor the Guarantor or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members member of the Company Board or any of the Company’s shareholders in their capacities as such (excluding the Chairman and his Affiliates, with respect to agreements solely relating to the Surviving Company following the Effective Time)such, on the other hand or (iii) 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 has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.