No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent and the Sponsor. Together with the Merger Agreement, each Other Sponsor Equity Commitment Letter, the Limited Guarantee, each Other Guarantee (as defined in the Limited Guarantee), the Non-Disclosure Agreement dated as of January 11, 2018 between the Company and an Affiliate of the Sponsor, and the Interim Investors Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.
No Modification; Entire Agreement. This Letter may not be amended or otherwise modified without the prior written consent of Parent, the Investor and the Company. Together with the Transaction Agreement, the Limited Guarantee, the Confidentiality Agreement, the Interim Investors Agreement, and this Letter constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 11 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, the Investor and the Company. Any transfer in violation of the preceding sentence shall be null and void.
No Modification; Entire Agreement. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by Parent and the Equity Provider in writing. This letter agreement and that certain Interim Investors Agreement of even date herewith (the “Interim Investors Agreement”) by and among Parent and the Investors contain the entire agreement between the parties and supersedes all prior agreements, understandings and statements, written or oral, between the Equity Provider or any of its Affiliates existing on the date hereof, on the one hand, and Parent or any of its Affiliates existing on the date hereof, on the other, with respect to the subject matter hereof and the transactions contemplated hereby. No transfer of any of Equity Provider’s rights or obligations hereunder shall be permitted without the prior written consent of Parent. Any purported transfer in violation of the preceding sentence shall be null and void.
No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of (i) HoldCo and each Investor, and (ii) with respect to any provisions of this letter agreement with respect to which the Company is expressly made a third party beneficiary or to the extent that such amendment or modification would be adverse to the Company Third Party Beneficiary Rights, the Company. Together with the Merger Agreement (including any schedules, exhibits, and annexes thereto), the Limited Guarantee, each Other Limited Guarantee, the Interim Investors Agreement, the Support Agreement, each Other Investor Equity Commitment Letter and the Confidentiality Agreement (to the extent the Investor or any of its Affiliates is a party thereto), this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between any Investor or any of its Affiliates, on the one hand, and HoldCo or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.
No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of (i) Merger Sub and the Sponsor, and (ii) if such amendment or modification (for the avoidance of doubt, including any amendment or modification of Section 11) would impact the Company’s rights as a third-party beneficiary of this letter agreement pursuant to Section 4(a), the Company. Together with the Merger Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder), the Other Sponsor Equity Commitment Letters, the Limited Guarantee, the Rollover and Support Agreement between Parent and Advanced Technology (Cayman) Limited, and the Confidentiality Agreement by and between Advanced Technology (Cayman) Limited and the Company dated as of November 21, 2023, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Merger Sub or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.
No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent, the Sponsor and, to the extent that such amendment or modification would be materially adverse to the rights of the Company hereunder, the Company. Together with the Merger Agreement (and any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Share Sale and Support Agreement, the Other Sponsor Equity Commitment Letters, the Limited Guarantee, the Other Guarantees, the Confidentiality Agreements, and the Interim Investors Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.
No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and the Sponsor. Together with the Merger Agreement (including any schedules and exhibits thereto), the Company Disclosure Schedule, the Limited Guaranty, the Contribution Agreement, and the Voting Agreement, if applicable, this letter agreement constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.
No Modification; Entire Agreement. This letter agreement may not be amended, waived or otherwise modified without the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of Parent, Investor and the Company. This letter agreement and the Merger Agreement constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all prior agreements, understandings and statements, written or oral, between Investor or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.
No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent, each Sponsor and the Company (acting under the direction of the Special Committee). Together with the Merger Agreement, the Rollover Agreement and the Guarantee, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsors or any of their respective affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties (including the Company as a third-party beneficiary to the extent provided under Section 3) acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.
No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and the Sponsor; provided that any amendment, modification or waiver that would be expected to be adverse to the Company’s rights set forth herein shall require the prior written consent of the Company. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.
