Participation in Transaction. The Parties agree to participate in the Transaction on the terms set forth in this Agreement.
Participation in Transaction. The Consortium Members agree to participate in the Transaction on the terms set forth in this Agreement.
Participation in Transaction. (a) The Parties agree to participate in the Transaction on the terms set forth in this Agreement. The Parties shall cooperate and proceed in good faith to (A) undertake due diligence with respect to the Company and its business; (B) engage in discussions with the Company regarding the Proposal; and (C) negotiate in good faith the terms of the Definitive Documents (including any waiver under the IRAs and the Poison Pill). Except as otherwise provided for hereunder, all actions taken by the Buyer Consortium in connection with the Transaction shall require consent of the Majority Initial Consortium Members.
Participation in Transaction. (a) The Parties agree to participate in the Transaction on the terms set forth in this Agreement. The Parties shall cooperate and proceed in good faith to (A) undertake due diligence with respect to the Company and its business; (B) engage in discussions with the Company regarding the Proposal; and (C) negotiate in good faith the terms of definitive documentation in connection with the Transaction (collectively, the “Definitive Documents”).
Participation in Transaction. The Parties agree to participate in the Transaction on the terms set forth in this Agreement. The Parties further agree that, the admission of any new party as a member of the Consortium to participate in the Transaction shall be subject to the prior approval of the Founder and the Sponsors, and upon such approval (if required) by the Founder and the Sponsors, such new party shall execute an Adherence Agreement agreeing to be bound by the terms hereof as a “Sponsor”, a form of which is attached hereto as Schedule C.
Participation in Transaction. If, after purchasing Subject Shares pursuant to the exercise of the Option, Merger Sub or any of its affiliates effects a Merger Sub Business Combination (as defined below) during the period commencing on the Option Closing Date and ending 18 months thereafter, Merger Sub shall promptly pay over to the Stockholder, as additional purchase price for the Subject Shares, the Excess Price, if any, for each Subject Share so purchased. The term "Merger Sub Business Combination" means the consummation of the first to occur of any of the following transactions: (A) a tender offer or exchange offer by Merger Sub or any of its affiliates for the outstanding Shares, including an offer pursuant to Section 6(a) hereof, (B) a merger or consolidation between the Company and Merger Sub or any of its affiliates or (C) the acquisition by Merger Sub or any of its affiliates of all or substantially all of the assets of the Company and its subsidiaries. The term "Excess Price" shall mean (A) if stockholders of the Company (other than Merger Sub and any of its affiliates) receive only Subordinate Shares for their Shares pursuant to the terms of the Merger Sub Business Combination, the excess, if any, of the number of Subordinate Shares so received for each Share over 0.40 or (B) if stockholders of the Company receive consideration other than, or in addition to, Subordinate Shares for their Shares pursuant to the terms of the Merger Sub Business Combination (other than by reason of a right to elect between receiving only Subordinate Shares or such other consideration), the excess of the per Share consideration so paid over the greatest of (i) $7.00, (ii) the product of 0.40 and the closing price of Subordinate Shares on the New York Stock Exchange on the Option Closing Date (or if the Option Closing Date is not a trading day on the New York Stock Exchange, the last such trading day before the Option Closing Date) or (iii) the product of 0.40 and the closing price of a Subordinate Share on the New York Stock Exchange on the date of consummation of the Merger Sub Business Combination (or if such date is not a trading day on the New York Stock Exchange, the last such trading day before such date of consummation) or (C) if stockholders of the Company are entitled to elect to receive either consideration described in clause (A) or consideration described in clause (B), the greater of the amount determined pursuant to clause (A) (determined as if only the consideration described in
Participation in Transaction. (a) Subject to the terms and conditions set forth in this Agreement, each of the Parties agrees to participate in the Transaction. The Lead Investor shall act in good faith to: (i) undertake further due diligence with respect to the Company and its business, if necessary; (ii) engage in discussions with the Special Committee regarding the Proposal; (iii) negotiate and finalize the terms of the Definitive Agreements; and (iv) take any action or refrain from taking any action in order for Holdco or Merger Sub to comply with their respective obligations, satisfying the closing conditions or exercise their respective rights under the Definitive Agreements; provided, that the Lead Investor and its authorized Representatives and Advisors shall at all relevant times (1) obtain the consents from each of the other Parties on all terms related to the purchase price of the Transaction (including any adjustment thereof), closing conditions, the structure or timing (including the long stop date) of the Transaction, termination provisions or termination fee or similar arrangement of the Definitive Agreements, (2) involve, copy or provide the other Parties, their authorized Representatives and Advisors a reasonable opportunity to participate in, as applicable, all material discussions, negotiations and other communications with the Special Committee or the Company (whether in person, by email or telephone or otherwise) relating to the Transaction, (3) consult with the other Parties on all material terms of all Transaction documentation, (4) circulate all drafts of the Transaction documentation shared by or with the Special Committee or the Company and provide each Party with a reasonable period of time to review and comment on such Transaction documentation, and incorporate in good faith all additions, deletions or changes reasonably proposed by each Party in good faith, and (5) keep the other Parties reasonably informed of the status of discussions and negotiations with the Special Committee or the Company.
Participation in Transaction. (a) Subject to the terms and conditions set forth in this Agreement, each of the Parties agrees to participate in the Transaction. The Co-Founders shall act in good faith to: (i) engage in discussions with the Special Committee regarding the Proposal; (ii) negotiate and finalize the terms of the Definitive Agreements; and (iii) take any action or refrain from taking any action in order for Holdco or Merger Sub to comply with their respective obligations, satisfying the closing conditions or exercise their respective rights under the Definitive Agreements; provided, that the Co-Founders and their respective authorized Representatives and Advisors shall at all relevant times (1) obtain the consents from the other Parties on any adjustment to the purchase price of the Transaction, (2) involve, copy or provide the other Parties, their authorized Representatives and Advisors a reasonable opportunity to participate in, as applicable, all material discussions, negotiations and other communications with the Special Committee or the Company (whether in person, by email or telephone or otherwise) relating to the Transaction, (3) consult with the other Parties on all material terms of all Transaction documentation, (4) circulate all drafts of the Transaction documentation shared by or with the Special Committee or the Company, and (5) keep the other Parties reasonably informed of the status of discussions and negotiations with the Special Committee or the Company.
Participation in Transaction. The Parties hereby authorize Xx. Xxxxx Xxxx, Mr. Debao Wang, and Xx. Xxxxx Xx (collectively, the “Management Parties”), as the representatives of the Consortium (the “Consortium Representatives”), to negotiate and agree on the terms of the Merger Agreement with the Special Committee and deal with all the matters in connection with the Transaction in accordance with this Agreement.
Participation in Transaction. The Parties agree to participate in the Transaction on the terms set forth in this Agreement. The Founder has obtained full and proper authorization from Mx. Xxxxxx Xxx, Mx. Xxxx (Exxxxx) Hu, Mx. Xxxxxxxx Xxxx and Mx. Xxxxxx Xxxxx (together with the Founder, collectively, the “Founder Family”) as a duly authorized representative, with full power and authority to act in the name and on behalf of each of the member of the Founder Family to deal with all the matters in connection with the Transaction in accordance with this Agreement.
