Common use of Waiver of Termination Right Clause in Contracts

Waiver of Termination Right. (a) Each of the Company and Parent hereby irrevocably waives its right to terminate the Merger Agreement and abandon the Merger pursuant to Section 8.2(a) of the Merger Agreement prior to the date that is the earliest to occur of (i) September 30, 2020, (ii) in the event that by August 31, 2020, Parent has failed to provide the Company with evidence satisfactory to the Company in its sole discretion (such evidence, “Source of Funds Evidence”), that (1) Parent and/or its Affiliates, collectively, have not less than $1.0 billion of funds on deposit with a third-party financial institution in China, which funds will be available for the payment of the aggregate Per Share Merger Consideration, and (2) one or more third parties acceptable to the Company in its sole discretion has committed on terms acceptable to the Company in its sole discretion to provide Parent or one of its Affiliates, from sources outside the PRC, an aggregate amount of not less than $1.0 billion of funds to be used for the payment of the aggregate Per Share Merger Consideration, the date on which the Company notifies Parent expressly in writing of the Company’s decision to accelerate the End Date to the date of such notice, specifying that such notice is given under this Section l(a)(ii); (iii) after the Company has provided Parent a written notice (A) specifying that such notice is given under Section 1(a)(iii) of this Waiver and (B) attaching the final drafts of all Transaction Documents (as defined below) of an Acquisition Transaction (the “Final Documents”), the date that is the earlier to occur of (I) the date on which Parent notifies the Company expressly in writing that it will not approve the Final Documents in the form submitted to Parent or (II) the fifth Business Day after the date on which Parent received such notice, unless Parent has previously notified the Company expressly in writing that it approves the Final Documents in the form submitted to Parent, (iv) the date on which Parent notifies the Company expressly in writing that it does not approve in its sole discretion any act or failure to act by the Company with respect to any of the Specified Matters (as defined below), specifying that such notice is given under this Section 1(a)(iv), (v) in the event that after the date hereof any Governmental Entity imposes or requires any term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action that applies to any member of the Parent Group or the Company Group (each, a “Condition”) in connection with any Parent Approval or Company Approval with respect to the Merger, that (A) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in the orders, consents, approvals, permits or authorizations issued by Governmental Entities with respect to the Merger that are in effect on the date hereof, (B) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in such Governmental Entity’s order, consent, approval, permit or authorization with respect to the Merger as in effect on the date hereof, or (C) would require the Merger to be consummated on terms that are materially and adversely different from those set forth in the filings and applications (as amended) that were reflected prior to the date hereof in formal submissions to any Governmental Entity and that formed the basis upon which such Governmental Entity heretofore issued its order, consent, approval or authorization with respect to the Merger, including with respect to the funding of the Aggregate Merger Consideration to be paid at Closing, the date on which Parent, in its sole discretion, notifies the Company expressly in writing that it will not agree to any such Conditions, specifying that such notice is given under this Section l(a)(v), or (vi) the date on which a notice under Section 2 is given by either Parent or the Company (whichever date is applicable under clauses (i) through (vi), the “Fifteenth Waiver End Date”). For the avoidance of doubt, all references to “End Date” in the Merger Agreement shall mean the Fifteenth Waiver End Date, and each Party acknowledges and agrees that the waiver set forth in Section 1(a) of the Fourteenth Waiver shall hereby be terminated and be of no further force and effect.

Waiver of Termination Right. (a) Each of the Company and Parent hereby irrevocably waives its right to terminate the Merger Agreement and abandon the Merger pursuant to Section 8.2(a) of the Merger Agreement prior to the date that is the earliest to occur of of: (i) September 30December 31, 2020, 2019; (ii) the termination of the Share Purchase Agreement; (iii) in the event that by August 31, 2020, Parent has failed to provide the Company with evidence satisfactory to the Company in its sole discretion (such evidence, “Source breaches Section 2 of Funds Evidence”), that (1) Parent and/or its Affiliates, collectively, have not less than $1.0 billion of funds on deposit with a third-party financial institution in China, which funds will be available for the payment of the aggregate Per Share Merger Consideration, and (2) one or more third parties acceptable to the Company in its sole discretion has committed on terms acceptable to the Company in its sole discretion to provide Parent or one of its Affiliates, from sources outside the PRC, an aggregate amount of not less than $1.0 billion of funds to be used for the payment of the aggregate Per Share Merger Considerationthis Waiver, the date on which Parent notifies the Company expressly in writing of such breach, specifying that such notice is given under this Section 1(a)(iii); (iv) in the event the Company notifies Parent in writing, specifying that such notice is given under this Section 1(a)(iv), that it is seeking Parent’s consent pursuant to Section 2(b) or Section 2(c) below, the date that is the earlier to occur of the (1) fifth Business Day after Parent receives such notice, unless Parent has previously notified the Company in writing that it is providing such consent without conditions, or (2) the date Parent notifies the Company in writing that it is withholding or conditioning such consent; (v) in the event Parent directs the Company in writing to take or refrain for taking any action specified in Section 2(c) below, the date that is the earliest to occur of (1) the fifth Business Day after the Company receives such direction, unless the Company has previously notified Parent in writing that it is complying with such direction, or (2) the date the Company notifies Parent in writing that it is not complying with such direction; (vi) in the event that the MIC Sale is consummated, the date on which Parent, in its sole discretion, notifies the Company expressly in writing of the Company’s its decision to accelerate the End Date to the date of such notice, specifying that such notice is given under this Section l(a)(ii1(a)(vi), provided that, such notice shall be given within five (5) Business Days after the consummation of the MIC Sale; (iiivii) after in the event that any Affiliate of the Company has provided Parent enters into a written notice (A) specifying credit agreement with the Guarantor or any of its Affiliates, as contemplated by that such notice is given under Section 1(a)(iii) of this Waiver and (B) attaching certain Commitment Letter from the final drafts of all Guarantor to the Company, included in the Final Transaction Documents (as defined below) of an Acquisition Transaction (the “Final Documents”), the date that is the earlier to occur of (I) the date on which Parent Parent, in its sole discretion, notifies the Company expressly in writing that it will not approve of its decision to accelerate the Final Documents in the form submitted End Date to Parent or (II) the fifth Business Day after the date on which Parent received of such notice, unless Parent has previously notified the Company expressly in writing that it approves the Final Documents in the form submitted to Parent, (iv) the date on which Parent notifies the Company expressly in writing that it does not approve in its sole discretion any act or failure to act by the Company with respect to any of the Specified Matters (as defined below), specifying that such notice is given under this Section 1(a)(iv1(a)(vii), provided that, such notice shall be given within five (v5) Business Days after execution of such credit agreement; or (viii) in the event that after the date hereof any Governmental Entity imposes or requires any term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action that applies to any member of the Parent Group or the Company Group (each, a “Condition”) in connection with any Parent Approval or Company Approval with respect to the Merger, that (A) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in the orders, consents, approvals, permits or authorizations issued by Governmental Entities with respect to the Merger that are in effect on the date hereof, (B) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in such Governmental Entity’s order, consent, approval, permit or authorization with respect to the Merger as in effect on the date hereof, or (C) would require the Merger to be consummated on terms that are materially and adversely different from those set forth in the filings and applications (as amended) that were reflected prior to the date hereof in formal submissions to any Governmental Entity and that formed the basis upon which such Governmental Entity heretofore issued its order, consent, approval or authorization with respect to the Merger, including with respect to the funding of the Aggregate Merger Consideration to be paid at Closing, the date on which Parent, in its sole discretion, notifies the Company expressly in writing that it will not agree to any such Conditions, specifying that such notice is given under this Section l(a)(v), or (vi) the date on which a notice under Section 2 is given by either Parent or the Company (whichever date is applicable under clauses (i) through (vi), the “Fifteenth Waiver End Date”). For the avoidance of doubt, all references to “End Date” in the Merger Agreement shall mean the Fifteenth Waiver End Date, and each Party acknowledges and agrees that the waiver set forth in Section 1(a) of the Fourteenth Waiver shall hereby be terminated and be of no further force and effect.other than

Waiver of Termination Right. (a) Each of the Company and Parent hereby irrevocably waives its right to terminate the Merger Agreement and abandon the Merger pursuant to Section 8.2(a) of the Merger Agreement prior to the date that is the earliest to occur of (i) September 30December 31, 2020, (ii) in the event that by August 31, 2020, Parent has failed to provide the Company with evidence satisfactory to the Company in its sole discretion (such evidence, “Source of Funds Evidence”), that (1) Parent and/or its Affiliates, collectively, have not less than $1.0 billion of funds on deposit with a third-party financial institution in China, which funds will be available for the payment of the aggregate Per Share Merger Consideration, and (2) one or more third parties acceptable to the Company in its sole discretion has committed on terms acceptable to the Company in its sole discretion to provide Parent or one of its Affiliates, from sources outside the PRC, an aggregate amount of not less than $1.0 billion of funds to be used for the payment of the aggregate Per Share Merger Consideration, the date on which the Company notifies Parent expressly in writing of the Company’s decision to accelerate the End Date to the date of such notice, specifying that such notice is given under this Section l(a)(ii); (iii) after the Company has provided Parent a written notice (A) specifying that such notice is given under Section 1(a)(iii1(a)(ii) of this Waiver and (B) attaching the final drafts of all Transaction Documents (as defined belowin the Fifteenth Waiver) of an Acquisition Transaction (as defined in the Fifteenth Waiver) (the “Final Documents”), the date that is the earlier to occur of (I) the date on which Parent notifies the Company expressly in writing that it will not approve the Final Documents in the form submitted to Parent or (II) the fifth Business Day after the date on which Parent received such notice, unless Parent has previously notified the Company expressly in writing that it approves the Final Documents in the form submitted to Parent, (iviii) the date on which Parent notifies the Company expressly in writing that it does not approve in its sole discretion any act or failure to act by the Company with respect to any of the Specified Matters (as defined belowin the Fifteenth Waiver), specifying that such notice is given under this Section 1(a)(iv1(a)(iii), (viv) in the event that after the date hereof any Governmental Entity imposes or requires any term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action that applies to any member of the Parent Group or the Company Group (each, a “Condition”) in connection with any Parent Approval or Company Approval with respect to the Merger, that (A) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in the orders, consents, approvals, permits or authorizations issued by Governmental Entities with respect to the Merger that are in effect on the date hereof, (B) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in such Governmental Entity’s order, consent, approval, permit or authorization with respect to the Merger as in effect on the date hereof, or (C) would require the Merger to be consummated on terms that are materially and adversely different from those set forth in the filings and applications (as amended) that were reflected prior to the date hereof in formal submissions to any Governmental Entity and that formed the basis upon which such Governmental Entity heretofore issued its order, consent, approval or authorization with respect to the Merger, including with respect to the funding of the Aggregate Merger Consideration to be paid at Closing, the date on which Parent, in its sole discretion, notifies the Company expressly in writing that it will not agree to any such Conditions, specifying that such notice is given under this Section l(a)(vl(a)(iv), or (viv) the date on which a notice under Section 2 is given by either Parent or the Company (whichever date is applicable under clauses (i) through (viv), the “Fifteenth Seventeenth Waiver End Date”). For the avoidance of doubt, all references to “End Date” in the Merger Agreement shall mean the Fifteenth Seventeenth Waiver End Date, and each Party acknowledges and agrees that the waiver set forth in Section 1(a) of the Fourteenth Sixteenth Waiver shall hereby be terminated and be of no further force and effect.

Waiver of Termination Right. (a) Each of the Company and Parent hereby irrevocably waives its right to terminate the Merger Agreement and abandon the Merger pursuant to Section 8.2(a) of the Merger Agreement prior to the date that is the earliest to occur of (i) September November 30, 2020, (ii) in the event that by August October 31, 2020, Parent has failed to provide the Company with evidence satisfactory to the Company in its sole discretion (such evidence, “Source of Funds Evidence”), that (1) Parent and/or its Affiliates, collectively, have not less than $1.0 billion of funds (the “PRC Funds”) on deposit with a third-party financial institution in China, which funds PRC Funds will be available for the payment of the aggregate Per Share Merger Consideration, and (2) Hony Capital Mezzanine Fund 2019, L.P., one or more of its Affiliates and/or one or more third parties acceptable to the Company in its sole discretion has committed have agreed, on terms acceptable to the Company in its sole discretion discretion, to provide Parent or one of its Affiliates, from sources outside the PRC, an aggregate amount of not less than $1.0 billion of funds amount, which when aggregated with the PRC Funds is sufficient to be used for the payment of pay the aggregate Per Share Merger ConsiderationConsideration (the “Other Funds”), the date on which the Company notifies Parent expressly in writing of the Company’s decision to accelerate the End Date to the date of such notice, specifying that such notice is given under this Section l(a)(ii); , (iii) after the Company has provided Parent a written notice (A) specifying that such notice is given under Section 1(a)(iii) of this Waiver and (B) attaching the final drafts of all Transaction Documents (as defined belowin the Fifteenth Waiver) of an Acquisition Transaction (as defined in the Fifteenth Waiver) (the “Final Documents”), the date that is the earlier to occur of (I) the date on which Parent notifies the Company expressly in writing that it will not approve the Final Documents in the form submitted to Parent or (II) the fifth Business Day after the date on which Parent received such notice, unless Parent has previously notified the Company expressly in writing that it approves the Final Documents in the form submitted to Parent, (ivParent,(iv) the date on which Parent notifies the Company expressly in writing that it does not approve in its sole discretion any act or failure to act by the Company with respect to any of the Specified Matters (as defined belowin the Fifteenth Waiver), specifying that such notice is given under this Section 1(a)(iv), (v) in the event that after the date hereof any Governmental Entity imposes or requires any term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action that applies to any member of the Parent Group or the Company Group (each, a “Condition”) in connection with any Parent Approval or Company Approval with respect to the Merger, that (A) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in the orders, consents, approvals, permits or authorizations issued by Governmental Entities with respect to the Merger that are in effect on the date hereof, (B) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in such Governmental Entity’s order, consent, approval, permit or authorization with respect to the Merger as in effect on the date hereof, or (C) would require the Merger to be consummated on terms that are materially and adversely different from those set forth in the filings and applications (as amended) that were reflected prior to the date hereof in formal submissions to any Governmental Entity and that formed the basis upon which such Governmental Entity heretofore issued its order, consent, approval or authorization with respect to the Merger, including with respect to the funding of the Aggregate Merger Consideration to be paid at Closing, the date on which Parent, in its sole discretion, notifies the Company expressly in writing that it will not agree to any such Conditions, specifying that such notice is given under this Section l(a)(v), or (vi) the date on which a notice under Section 2 is given by either Parent or the Company (whichever date is applicable under clauses (i) through (vi), the “Fifteenth Sixteenth Waiver End Date”). For the avoidance of doubt, all references to “End Date” in the Merger Agreement shall mean the Fifteenth Sixteenth Waiver End Date, and each Party acknowledges and agrees that the waiver set forth in Section 1(a) of the Fourteenth Fifteenth Waiver shall hereby be terminated and be of no further force and effect.

Waiver of Termination Right. (a) Each of the Company and Parent hereby irrevocably waives its right to terminate the Merger Agreement and abandon the Merger pursuant to Section 8.2(a) of the Merger Agreement prior to the date that is the earliest to occur of (i) September June 30, 2020, (ii) in the event that by August 31, 2020, Parent has failed to provide the Company with evidence satisfactory to the Company in its sole discretion (such evidence, “Source of Funds Evidence”), that (1) Parent and/or its Affiliates, collectively, have not less than $1.0 billion of funds on deposit with a third-party financial institution in China, which funds will be available for the payment of the aggregate Per Share Merger Consideration, and (2) one or more third parties acceptable to the Company in its sole discretion has committed on terms acceptable to the Company in its sole discretion to provide Parent or one of its Affiliates, from sources outside the PRC, an aggregate amount of not less than $1.0 billion of funds to be used for the payment of the aggregate Per Share Merger Consideration, the date on which the Company notifies Parent expressly in writing of the Company’s decision to accelerate the End Date to the date of such notice, specifying that such notice is given under this Section l(a)(ii); (iii) after the Company has provided Parent a written notice (A) specifying that such notice is given under Section 1(a)(iii1(a)(ii) of this Waiver and (B) attaching the final drafts of all Transaction Documents (as defined below) of an Acquisition Transaction (the “Final Transaction Documents”), the date that is the earlier to occur of (I) the date on which Parent notifies the Company expressly in writing that it will not approve the Final Transaction Documents in the form submitted to Parent or (II) the fifth Business Day after the date on which Parent received such notice, unless Parent has previously notified the Company expressly in writing that it approves the Final Transaction Documents in the form submitted to Parent, (iv) the date on which Parent notifies the Company expressly in writing that it does not approve in its sole discretion any act or failure to act by the Company with respect to any of the Specified Matters (as defined below), specifying that such notice is given under this Section 1(a)(iv), (viii) in the event that after the date hereof any Governmental Entity imposes or requires any term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action that applies to any member of the Parent Group or the Company Group (each, a “Condition”) in connection with any Parent Approval or Company Approval with respect to the Merger, that (A) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in the orders, consents, approvals, permits or authorizations issued by Governmental Entities with respect to the Merger that are in effect on the date hereof, (B) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in such Governmental Entity’s order, consent, approval, permit or authorization with respect to the Merger as in effect on the date hereof, or (C) would require the Merger to be consummated on terms that are materially and adversely different from those set forth in the filings and applications (as amended) that were reflected prior to the date hereof in formal submissions to any Governmental Entity and that formed the basis upon which such Governmental Entity heretofore issued its order, consent, approval or authorization with respect to the Merger, including with respect to the funding of the Aggregate Merger Consideration to be paid at Closing, the date on which Parent, in its sole discretion, notifies the Company expressly in writing that it will not agree to any such Conditions, specifying that such notice is given under this Section l(a)(vl(a)(iii), or (viiv) the date on which a notice under Section 2 is given by either Parent or the Company (whichever date is applicable under clauses (i) through (viiv), the “Fifteenth Fourteenth Waiver End Date”). For the avoidance of doubt, all references to “End Date” in the Merger Agreement shall mean the Fifteenth Fourteenth Waiver End Date, and each Party acknowledges and agrees that the waiver set forth in Section 1(a) of the Fourteenth Thirteenth Waiver shall hereby be terminated and be of no further force and effect.

Waiver of Termination Right. (a) Each of the Company and Parent hereby irrevocably waives its right to terminate the Merger Agreement and abandon the Merger pursuant to Section 8.2(a) of the Merger Agreement prior to the date that is the earliest to occur of of: (i) September November 30, 2020, 2019; (ii) in the event that by August 31, 2020, Parent has failed to provide the Company with evidence satisfactory to the Company in its sole discretion (such evidence, “Source of Funds Evidence”), that (1) Parent and/or its Affiliates, collectively, have not less than $1.0 billion of funds on deposit with a third-party financial institution in China, which funds will be available for the payment of the aggregate Per Share Merger Consideration, and (2) one or more third parties acceptable to the Company in its sole discretion has committed on terms acceptable to the Company in its sole discretion to provide Parent or one of its Affiliates, from sources outside the PRC, an aggregate amount of not less than $1.0 billion of funds to be used for the payment of the aggregate Per Share Merger Consideration, the date on which the Company notifies Parent expressly in writing of the Company’s decision to accelerate the End Date to the date of such notice, specifying that such notice is given under this Section l(a)(ii); (iii) after the Company has provided Parent a written notice (A) specifying that such notice is given under Section 1(a)(iii1(a) of this Waiver and (B) attaching the final drafts of all Transaction Documents (as defined below) of an Acquisition Transaction the MIC Sale (the “Final Transaction Documents”), the date that is the earlier to occur of (I) the date on which Parent notifies the Company expressly in writing that it will not approve the Final Transaction Documents in the form submitted to Parent or (II) the fifth Business Day after the date on which Parent received such notice, unless Parent has previously notified the Company expressly in writing that it approves the Final Transaction Documents in the form submitted to Parent, ; or (iv) the date on which Parent notifies the Company expressly in writing that it does not approve in its sole discretion any act or failure to act by the Company with respect to any of the Specified Matters (as defined below), specifying that such notice is given under this Section 1(a)(iv), (viii) in the event that after the date hereof any Governmental Entity imposes or requires any term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action that applies to any member of the Parent Group or the Company Group (other than (1) a requirement to provide information regarding the terms of the MIC Sale and updates to factual information previously provided to such Governmental Entity, or (2) those that would solely apply to MIC or its Subsidiaries and take effect after the consummation of the MIC Sale) (each, a “Condition”) in connection with (A) its approval or non-disapproval of the MIC Sale or (B) any Parent Approval or Company Approval with respect to the Merger, that (AI) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in the orders, consents, approvals, permits or authorizations issued by Governmental Entities with respect to the Merger that are in effect on the date hereof, (BII) is materially and adversely different, individually or in the aggregate, from the Conditions set forth in such Governmental Entity’s order, consent, approval, permit or authorization with respect to the Merger as in effect on the date hereof, hereof or (CIII) would require the Merger to be consummated on terms that are materially and adversely different from those set forth in the filings and applications (as amended) that were reflected prior to the date hereof in formal submissions to any Governmental Entity and that formed the basis upon which such Governmental Entity heretofore issued its order, consent, approval or authorization with respect to the Merger, including with respect to the funding of the Aggregate Merger Consideration to be paid at Closing, the date on which Parent, in its sole discretion, Parent notifies the Company expressly in writing that it will not agree to any such Conditions, specifying that such notice is given under this Section l(a)(v), or (vi) the date on which a notice under Section 2 is given by either Parent or the Company Condition (whichever date is applicable under clauses clause (i) through ), (viii), or (iii), the “Fifteenth Eleventh Waiver End Date”). For the avoidance of doubt, all references to “End Date” in the Merger Agreement shall mean the Fifteenth Eleventh Waiver End Date, and each Party acknowledges and agrees that the waiver set forth in Section 1(a) of the Fourteenth Waiver shall hereby be terminated and be of no further force and effect.