Examples of Full Alliance in a sentence
For the avoidance of any doubt, none of the following actions by Full Alliance, Parent or Merger Sub: (i) amending the Merger Agreement, or (ii) waiving any closing condition thereunder, shall be effective, unless such action has been approved in writing by each of the Investors (including Lead Rich).
Subject to Section 1.5(c), MSPEA and Full Alliance shall be jointly and severally responsible for all fees and expenses of the Escrow Agent and shall promptly pay all such fees and expenses upon receipt of a request for payment from the Escrow Agent.
All actions of Full Alliance, Parent and Merger Sub relating to the Merger Agreement shall require the approval of each of the Investors, other than determining that any closing condition thereunder has been satisfied which shall require the approval of each of the Investors other than Lead Rich.
The Investors shall have the sole power, authority and discretion to direct the actions of Full Alliance, Parent and Merger Sub in all matters in respect of the Merger Agreement.
The Buyer Parties have entered into a letter agreement dated October 15, 2012 (the "Consortium Agreement"), pursuant to which Full Alliance will form an acquisition vehicle for the purpose of pursuing the Acquisition ("Acquisition Vehicle"), and the Buyer Parties will work with each other on an exclusive basis in pursuing the Acquisition during the term of the Consortium Agreement.
Mr. Wu and Full Alliance have retained Skadden, Arps, Slate, Meagher & Flom LLP as its legal counsel, MSPEA has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as its legal counsel and Abax Global Capital has retained Weil, Gotshal & Manges LLP as its legal counsel in connection with this proposal and the Acquisition.
Parent has delivered to the Company true and complete copies of (a) the Contribution Agreement, (b) the Voting Agreement, (c) the Limited Guarantee, (d) the Financing Commitments, and (e) that certain interim investor agreement by and among Mr. Zishen Wu, Xx. Xxxxxxx Xxxxx, Full Alliance, MSPEA and the Sponsor dated as of the date hereof (collectively, the “Buyer Group Contracts”), including all amendments thereto or modifications thereof.
In accordance with Section 1.2 of this Agreement, each Investor hereby consents to Full Alliance, Parent and Merger Sub entering into Amendment No. 1 with the Company.
For the securities contemplated in Sections 23.1.1 and 23.1.2, the parties thereto shall properly execute relevant Guarantee Contracts or Pledge Contract (as applicable) after share structure of Full Alliance is finalized pursuant to the plan accepted by the Lender (but in no event later than the drawdown of the Facility).
Xx. Xx and Full Alliance have retained Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP as its legal counsel, MSPEA has retained Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP as its legal counsel and Abax Global Capital has retained Weil, Gotshal & Xxxxxx LLP as its legal counsel in connection with this proposal and the Acquisition.