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.
(b) In order to facilitate the foregoing and except as otherwise agreed, each Party hereby authorizes and delegates to Centurium and the Joint Advisors the primary responsibility for negotiating the terms of the Definitive Documents (including any waiver under the IRAs and the Poison Pill) with the Company (including the Special Committee) with respect to the Transaction; provided that any material term of the Transaction (each a “Material Term”), including without limitation, a proposed increase to the purchase price offered to the shareholders of the Company in the Transaction as set forth under the Proposal, any agreement or arrangement among the members of the Buyer Consortium prior to or after the Closing, any material term of the Merger Agreement and any debt financing arranged in connection with the Transaction, shall require the approval of the Majority Initial Consortium Members; provided further that Centurium shall consult with PWM in advance with respect to matters that may impact PWM’s reporting and disclosure under and its compliance with the Hong Kong Listing Rules. If any Party fails to reach agreement with the Majority Initial Consortium Members, such Party may withdraw from the Buyer Consortium; provided that if the foregoing failure under this Section 1.1(b) to reach agreement with respect to any Material Term by a Party continues for more than five (5) Business Days after a notice delivered by the Majority Initial Consortium Members to resolve such disagreement, then such Party shall withdraw from the Buyer Consortium unless otherwise agreed to by the Majority Initial Consortium Members.
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) The Consortium Members agree to participate in the Transaction on the terms of this Agreement.
(b) In connection with the Transaction, each Consortium Member agrees to either (i) transfer, contribute and deliver the Securities held by it to Newco in exchange for equity of Newco or (ii) have the Securities held by it cancelled in connection with the Acquisition.
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”).
(b) In order to facilitate the foregoing and except as otherwise agreed, each Party hereby authorizes and delegates to Sponsor and the Joint Advisors the primary responsibility for negotiating the terms of Definitive Documents.
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”).
(b) In order to facilitate the foregoing, each Party hereby authorizes and delegates to the Sponsor and the Joint Advisors the primary responsibility for negotiating with the Company (including the Special Committee) with respect to the Transaction, provided that the Sponsor shall act in good faith in discharging the foregoing responsibility by providing each other Party with a reasonable opportunity to review and provide input on the Definitive Documents and considering any such input in good faith.
Participation in Transaction. 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 Special Committee and its advisors regarding the Proposal and the Transaction; (C) negotiate with the Special Committee and its advisors in good faith the terms of the Definitive Agreements; and (D) take any action or refrain from taking any action in order for Holdco and/or Merger Sub to comply with their respective obligations, satisfy the closing conditions or exercise their respective rights under the Definitive Agreements (if applicable).
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.
