Common use of Required Information Clause in Contracts

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Party (or its Affiliates) that Parent reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it (or their respective Affiliate) is a party relating to the Transactions, to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent. Each of the Investors hereby represents and warrants to Parent as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party in writing pursuant to this Section 1.3, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence.

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Party (or its Affiliates) that Parent reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it (or their respective Affiliate) is a party relating to the Transactions, to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent. Each of the Investors hereby represents and warrants to Parent as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party in writing pursuant to this Section 1.31.4, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence.

Required Information. (a) Each of the InvestorsInvestor, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent and each other Investor, as applicable (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) ), any information about such Party Investor (or its Affiliates) that Parent or the Company, as applicable, reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Information Statement, (ii) the Schedule 13E-3 13E-3, (iii) any Schedule 13D filing with the SEC made by Parent or any Investor, as applicable, or (iiiiv) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Merger Agreement, the Equity Commitment Letters, the Limited GuaranteesWarrant Exchange Agreement, the Contribution and Support Noteholder Conversion Agreement or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactionstransactions contemplated thereby. Each of the Investors Investor shall reasonably cooperate with Parent and the Company in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors Investor agrees to permit the Company to publish and disclose in the Proxy Information Statement (including all documents filed with or furnished to the SEC U.S. Securities and Exchange Commissions (the “SEC”) in accordance therewith), its such Investor’s and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs shares of capital stock or other equity securities of the Company and the nature of such PartyInvestor’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited GuaranteeWarrant Exchange Agreement, the Contribution and Support Noteholder Conversion Agreement or any other agreement or arrangement to which it (such Investor or their respective Affiliate) any of its Affiliates is a party relating to the Transactionstransactions contemplated thereby (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between ). To the Company extent practicable, Parent and Parent. Each each Investor, severally and not jointly, agree to provide Parent and each of the Investors hereby represents and warrants to Parent as to itself and its Affiliatesother Investors, as applicable, that, solely with respect a reasonable opportunity to review and comment on any information supplied public filing contemplated by such Party in writing pursuant to this Section 1.3, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence3.4(a).

Required Information. Each of the InvestorsInvestor, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent and each other Investor, as applicable (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) ), any information about such Party Investor (or its Affiliates) that Parent or the Company, as applicable, reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 13E-3, (iii) the Schedule 13D of Parent or any Investor, as applicable, or (iiiiv) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Merger Agreement the Support Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactionstransactions contemplated thereby. Each of the Investors Investor shall reasonably cooperate with Parent and the Company in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors Investor agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with or furnished to the SEC U.S. Securities and Exchange Commissions (the “SEC”) in accordance therewith), its its/his and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs shares or other equity securities of the Company and the nature of such PartyInvestor’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it it/he (or their respective Affiliateany of its Affiliates) is a party relating to the Transactionstransactions contemplated thereby (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent). Each of the Investors Investor hereby represents and warrants to Parent as to itself itself/himself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party Investor, as applicable, in writing pursuant to this Section 1.33.4, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Company Shareholders Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor Investor, for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of (which includes the Proxy Statement Statement) will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party Each Investor agrees to join (and to cause its Affiliates to join, to the extent required by applicable Law or the SEC (or its staff)) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of the InvestorsInvestor, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent Merger Sub (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about regarding such Party Investor (or its Affiliates) that Parent Merger Sub (at the direction of the Requisite Investors) reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement Agreements or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions. Each of the Investors Investor shall reasonably cooperate with Parent Merger Sub in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors Investor agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary sharesShares, ADSs or other equity securities of the Company and the nature of such Partyparty’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited GuaranteeGuarantees, the Contribution and Support Agreement Agreements or any other agreement or arrangement to which it (or their respective Affiliateany of its Affiliates) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff). Prior to the filing of the Schedule 13E-3 or the filing or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Merger Sub shall (i) provide each Investor with a reasonable period of time to review and comment on such document or response and (ii) consider in good faith all additions, deletions or changes reasonably proposed by mutual agreement between the Company and Parenteach Investor in good faith. Each of the Investors Investor hereby represents and warrants to Parent Merger Sub and the Requisite Investors as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party Investor or its Affiliates in writing pursuant to this Section 1.32.17, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor or its Affiliates for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s the involvement of an Investor (and its Affiliates) in the Transactions are provided to such Governmental Authorities and such Party Investor has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party Investor agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Party Investor (or its Affiliates) that Parent (at the direction of the Principal Investors acting jointly) reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority Entity in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement Agreements or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary sharesShares, ADSs or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited GuaranteeGuarantees, the Contribution and Support Agreement Agreements or any other agreement or arrangement to which it (or their respective Affiliateany of its Affiliates) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and ParentParent (at the direction of the Principal Investors acting jointly). Each of the Investors hereby represents and warrants to Parent and the Principal Investors as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party Investor in writing pursuant to this Section 1.31.7, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Shareholder Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities Entities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities Entities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental AuthorityEntity’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental AuthorityEntity, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of The Investor and the Investors, on behalf of itself and its respective Affiliates, agrees Family Stockholders agree to promptly provide to Parent (consistent with and no later than five (5) Business Days after Parent or the timing required by the Merger Agreement or applicable Law, as applicableCompany makes such request) any information about such Party the Investor or the Family Stockholders (or its Affiliatestheir respective Affiliates or Associates) that Parent or the Company reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) solely with respect to requests made by Parent, the Schedule 13E-3 or (iii) any other any other filing or notification with any Governmental Authority Entity in connection with the Transactions, including Merger and the Mergertransactions contemplated by the Merger Agreement, this Agreementcommitment letter, the Equity Commitment Letters, Rollover Agreement and the Limited Guarantees, Exchange Agreement. The Investor and the Contribution and Support Agreement or any other agreement or arrangement to which it is a party relating to the Transactions. Each of the Investors Family Stockholders shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such the Investor (or its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it Family Stockholders (or their respective Affiliate) is a party relating Affiliates or Associates), respectively. The Investor and the Family Stockholders hereby represent and warrant, with respect to the Transactionsthemselves respectively, to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent. Each of the Investors hereby represents and warrants to Parent as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party in writing the Investor or the Family Stockholders pursuant to this Section 1.34, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders stockholders of the Company, at the time of the Shareholders’ Company Stockholders Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such the Investor or the Family Stockholders for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law law, as reasonably determined by counsel to Parent, the Investor or requested by applicable Governmental Authorities following the time that all any of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees Family Stockholders agree to join (and to cause its their respective Affiliates and Associates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence.

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Party Investor (or its Affiliates) that Parent (at the direction of the Requisite Investors) reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary sharesShares, ADSs or other equity securities of the Company and the nature of such Partyparty’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited GuaranteeGuarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it (or their respective Affiliateany of its Affiliates) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent). Each of the Investors hereby represents and warrants to Parent and the Requisite Investors as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party Investor or its Affiliates in writing pursuant to this Section 1.32.17, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor or its Affiliates for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s the involvement of an Investor (and its Affiliates) in the Transactions are provided to such Governmental Authorities and such Party Investor has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party Investor agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, The Investor agrees to promptly provide to Parent (consistent with and no later than five (5) Business Days after Parent or the timing required by the Merger Agreement or applicable Law, as applicableCompany makes such written request) any information about such Party the Investor (or its AffiliatesAffiliates and Associates) that Parent or the Company reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) solely with respect to requests made by Parent, the Schedule 13E-3 or (iii) any other any other filing or notification with any Governmental Authority Entity in connection with the Transactions, including Merger and the Mergertransactions contemplated by the Merger Agreement, this Agreement, commitment letter or the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it is a party relating to the TransactionsAgreement(s). Each of the Investors The Investor shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such the Investor (or its AffiliatesAffiliates and Associates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it (or their respective Affiliate) is a party relating to the Transactions, to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent. Each of the Investors The Investor hereby represents and warrants to Parent as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party the Investor in writing pursuant to this Section 1.34, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders stockholders of the Company, at the time of the Shareholders’ Company Stockholders Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such the Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities Entities following the time that all of the relevant facts and circumstances of a Partythe Investor’s involvement in the Transactions transaction are provided to such Governmental Authorities Entities and such Party the Investor has had a reasonable amount of time (taking into consideration the status of the applicable Governmental AuthorityEntity’s clearance of other related documents and filings relating to the Transactionsthis transaction, such as the Proxy Statement) to present and explain its positions with the applicable Governmental AuthorityEntities, such Party the Investor agrees to join (and to cause its Affiliates and Associates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence.

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, The Investor agrees to promptly provide to Parent (consistent with and no later than five (5) Business Days after Parent or the timing required by the Merger Agreement or applicable Law, as applicableCompany makes such written request) any information about such Party the Investor (or its AffiliatesAffiliates and Associates) that Parent or the Company reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) solely with respect to requests made by Parent, the Schedule 13E-3 or (iii) any other any other filing or notification with any Governmental Authority Entity in connection with the Transactions, including Merger and the Mergertransactions contemplated by the Merger Agreement, this Agreement, commitment letter or the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it is a party relating to the TransactionsAgreement(s). Each of the Investors The Investor shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such the Investor (or its AffiliatesAffiliates and Associates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it (or their respective Affiliate) is a party relating to the Transactions, to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent. Each of the Investors The Investor hereby represents and warrants to Parent as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party the Investor in writing pursuant to this Section 1.3Xxxxxxx 0, none xxxx of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders stockholders of the Company, at the time of the Shareholders’ Company Stockholders Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such the Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities Entities following the time that all of the relevant facts and circumstances of a Partythe Investor’s involvement in the Transactions transaction are provided to such Governmental Authorities Entities and such Party the Investor has had a reasonable amount of time (taking into consideration the status of the applicable Governmental AuthorityEntity’s clearance of other related documents and filings relating to the Transactionsthis transaction, such as the Proxy Statement) to present and explain its positions with the applicable Governmental AuthorityEntities, such Party the Investor agrees to join (and to cause its Affiliates and Associates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence.

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Party Investor (or its Affiliates) that Parent (at the direction of the Lead Investor) reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority Entity in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement Guarantees or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs Shares or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement Guarantees or any other agreement or arrangement to which it (or their respective Affiliateany of its Affiliates) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent). Each of the Investors hereby represents and warrants to Parent and the Lead Investor as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party Investor in writing pursuant to this Section 1.31.5, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Shareholder Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party Each Investor agrees to join (and to cause its Affiliates to join, to the extent required by applicable Law or the SEC (or its staff)) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of the Investors, on behalf of himself/itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Party Investor (or its Affiliates) that Parent reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 13E-3, or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment LettersLetter, the Limited GuaranteesGuarantee, the Contribution and Support Agreement or any other agreement or arrangement to which he/it (or any of its Affiliates) is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its his and its respective Affiliates’ identity and beneficial ownership of the ordinary sharesShares, ADSs or other equity securities Equity Securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment LettersLetter, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which he or it (or their respective Affiliateany of its Affiliates) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent. Each of the Investors hereby represents and warrants to Parent and the other Investors as to himself/itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party Investor in writing pursuant to this Section 1.3‎1.6, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Shareholders Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain his or its positions with the applicable Governmental Authority, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of the InvestorsThe Seller Parties, on behalf of itself themselves and its respective their Affiliates, agrees agree to promptly provide to Parent Buyer (consistent with the timing required by the Merger Agreement or and applicable Law, as applicable) any information about such Party the Seller Parties (or its their Affiliates) that Parent Buyer reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it is a party relating to the Transactions. Each of the Investors The Seller Parties shall reasonably cooperate with Parent Buyer in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor the Seller Parties (or its any of their Affiliates). Each of the Investors agrees The Seller Parties agree to permit the Company and Buyer to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its Schedule 13E-3 their and its respective their Affiliates’ identity and beneficial ownership of the ordinary sharesShares, ADSs the American Depositary Shares representing the Class A Shares or other equity securities Equity Securities of the Company and the nature of such Partyparty’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it any Seller Party (or any of their respective AffiliateAffiliates) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company ). The Seller Parties hereby represent and Parent. Each of the Investors hereby represents and warrants warrant to Parent Buyer as to itself themselves and its their Affiliates, as applicable, that, solely with respect to any information supplied by such Party the Seller Parties or their Affiliates in writing pursuant to this Section 1.34.02, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor the Seller Parties or their Affiliates for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such the filing with the SEC, or at the time of filing with the SEC of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s the involvement of the Seller Parties (and their Affiliates) in the Transactions are provided to such Governmental Authorities and such Party has the Seller Parties have had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees the Seller Parties agree to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of the InvestorsInvestor, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about regarding such Party Investor (or its Affiliates) that Parent (at the direction of the Requisite Investors) reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iiiii) any other filing or notification with any Governmental Authority Entity in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment LettersLetter, the Limited GuaranteesGuarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions. Each of the Investors Investor shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors Investor agrees to permit the Company to publish and disclose in the Proxy Statement Schedule 13E-3 (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary sharesShares, ADSs or other equity securities of the Company and the nature of such Partyparty’s commitments, arrangements and understandings under this Agreement, the Equity Commitment LettersLetter, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it (or their respective Affiliateany of its Affiliates) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff). Prior to the filing of the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent shall (i) provide each Investor with a reasonable period of time to review and comment on such document or response and (ii) consider in good faith all additions, deletions or changes reasonably proposed by mutual agreement between the Company and Parenteach Investor in good faith. Each of the Investors Investor hereby represents and warrants to Parent and the Requisite Investors as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party Investor or its Affiliates in writing pursuant to this Section 1.32.15, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor or its Affiliates for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities Entities following the time that all of the relevant facts and circumstances of a Party’s the involvement of an Investor (and its Affiliates) in the Transactions are provided to such Governmental Authorities Entities and such Party Investor has had a reasonable amount of time (taking into consideration the status of the applicable Governmental AuthorityEntity’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental AuthorityEntity, such Party Investor agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Party (or its Affiliates) that Parent reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement Guarantees or any other agreement or arrangement to which it is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ ' identity and beneficial ownership of the ordinary shares, ADSs shares or other equity securities of the Company and the nature of such Party’s 's commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement Guarantee or any other agreement or arrangement to which it (or their respective Affiliate) is a party relating to the Transactions, to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent. Each of the Investors hereby represents and warrants to Parent as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party in writing pursuant to this Section 1.31.5, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ ' Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s 's involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s 's clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence.

Required Information. Each of the InvestorsThe Seller Parties, on behalf of itself themselves and its respective their Affiliates, agrees agree to promptly provide to Parent Buyer (consistent with the timing required by the Merger Agreement or and applicable Law, as applicable) any information about such Party the Seller Parties (or its their Affiliates) that Parent Buyer reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement or any other agreement or arrangement to which it is a party relating to the Transactions. Each of the Investors The Seller Parties shall reasonably cooperate with Parent Buyer in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor the Seller Parties (or its any of their Affiliates). Each of the Investors agrees The Seller Parties agree to permit the Company and Buyer to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its Schedule 13E-3 their and its respective their Affiliates’ identity and beneficial ownership of the ordinary sharesShares, ADSs the American Depositary Shares representing the Class A Shares or other equity securities Equity Securities of the Company and the nature of such Partyparty’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement or any other agreement or arrangement to which it any Seller Party (or any of their respective AffiliateAffiliates) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company ). The Seller Parties hereby represent and Parent. Each of the Investors hereby represents and warrants warrant to Parent Buyer as to itself themselves and its their Affiliates, as applicable, that, solely with respect to any information supplied by such Party the Seller Parties or their Affiliates in writing pursuant to this Section 1.34.02, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor the Seller Parties or their Affiliates for inclusion or incorporation by reference in the Schedule 13E-3 13E- 3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such the filing with the SEC, or at the time of filing with the SEC of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s the involvement of the Seller Parties (and their Affiliates) in the Transactions are provided to such Governmental Authorities and such Party has the Seller Parties have had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees the Seller Parties agree to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence.

Required Information. Each of the InvestorsHxxxxxxxx Capital and FountainVest Investment, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent SEEK (consistent with the timing required by the Merger Agreement or applicable Law, as applicableand no later than five (5) Business Days after SEEK makes such written request) any information about such Party (or its Affiliates) that Parent SEEK reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority in connection with the Transactions, including Merger and the Mergertransactions contemplated by the Merger Agreement, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement Guarantee or any other agreement or arrangement to which it is a party relating to the Transactions. Each of the Investors Hxxxxxxxx Capital and FountainVest Investment shall reasonably cooperate with Parent SEEK in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor their respective Equity Sponsor(s) (or its Affiliates). Each of the Investors Hxxxxxxxx Capital and FountainVest Investment agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs Shares or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement Guarantee or any other agreement or arrangement to which it (or their respective Affiliate) is a party relating to the Transactions, to the extent required by applicable Law or the SEC (or its staff) or by mutual agreement between the Company and Parent. Each of the Investors Hxxxxxxxx Capital and FountainVest Investment hereby represents and warrants to Parent SEEK as to itself and its Affiliatesthe other of the Hxxxxxxxx Entities or the FountainVest Entities, as applicable, that, solely with respect to any information supplied by such Party in writing pursuant to this Section 1.31.6, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Company Shareholders’ Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor Equity Sponsor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions transaction are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactionsthis transaction, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence.

Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent HoldCo (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any all necessary information about such Party Investor (or its Affiliates) that Parent HoldCo (at the direction of the Sponsor) reasonably determines upon the advice of outside legal counsel is as required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Authority Entity in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement Agreement, the Additional Rollover Agreements or any other agreement or arrangement to which it (or any of its Affiliates or equityholders) is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent HoldCo in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates)) and HoldCo shall notify the Investors of the form and terms of such documents and provide the Investors with reasonable time and opportunity to review and comment on such documents, which HoldCo shall consider in good faith. Each of the Investors agrees to permit the Company to publish and disclose in (i) the Proxy Statement Statement, (including ii) the Schedule 13E-3 and (iii) all documents filed with any Governmental Entity in connection with the SEC in accordance therewith)Transactions, its and its respective Affiliates’ identity and beneficial ownership of the ordinary sharesShares, ADSs the Warrants or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited GuaranteeGuarantees, the Contribution and Support Agreement Agreement, the Additional Rollover Agreements or any other agreement or arrangement to which it (or their respective Affiliateany of its Affiliates or equityholders) is a party relating to the TransactionsTransactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff) ). Notwithstanding the foregoing, no Investor is required to make available to the other Parties any of its internal investment committee materials or analyses or any information which it considers to be commercially sensitive information, except where disclosure of such information is specifically required by mutual agreement between applicable Law or the Company and ParentSEC (or its staff). Each of the Investors hereby represents and warrants to Parent HoldCo and the Sponsor as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Party Investor in writing pursuant to this Section 1.31.7, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Shareholders Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities Entities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities Entities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental AuthorityEntity’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental AuthorityEntity, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous preceding sentence. Any Investor may require that, to the extent legally permissible and reasonably practicable, any materials to be provided to a Governmental Entity that contain sensitive or confidential information in respect of such Investor or any of its Affiliates only be furnished on a counsel-only basis or directly to the applicable Governmental Entity requesting such information. For purposes of clarification, the Parties hereto acknowledge and agree that no Investor nor any of its Affiliates shall be required to (i) negotiate, agree to or accept any sale, divestiture, license or disposition of, or otherwise holding separate (including by establishing a trust or otherwise), any of its or any of their respective Affiliates’ businesses, assets or properties, or to agree to any limitations with respect to the conduct of its or any of their respective Affiliates’ businesses (outside its and their respective Affiliates’ ownership in the Company), in each case, as may be required or requested by any Governmental Entity in connection with the transactions contemplated by the Merger Agreement, or (ii) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the transactions contemplated by the Merger Agreement with respect to the conduct of its or any of their respective Affiliates’ businesses (outside its and their respective Affiliates’ ownership in the Company).

Required Information. Each Without prejudice to Section 2.1 of this Agreement, each of the InvestorsParties, on behalf of itself or himself and its respective or his Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Party (or its or his Affiliates) that is, in connection with the Transaction, reasonably required (as determined by Parent reasonably determines upon the advice of its outside legal counsel is required counsel) to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 13E-3, (iii) the Definitive Debt Documents or (iiiiv) any other filing with or notification with to any Governmental Authority in connection with the Transactions, including the MergerMerger Agreement, this Agreement, the Support Agreement, the Equity Commitment Letters, the Limited Guarantees, the Contribution and Support Agreement Guarantees or any other agreement or arrangement to which it is a party relating to the TransactionsTransaction (collectively, the “Filing Documents”), and Parent shall notify the other Parties of the form and terms of any Filing Document and provide the other Parties with reasonable time and opportunity to review and comment on such Filing Document, which Parent shall consider in good faith. Each of the Investors Parties shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents Filing Documents to the extent such documents Filing Documents relate to such Investor Party (or any of its or his Affiliates). Each of the Investors Parties agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) in accordance therewith), its or his and its respective or his Affiliates’ identity and beneficial ownership of the ordinary shares, ADSs or other equity securities of the Company Securities and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Support Agreement, the Equity Commitment Letters, the Limited Guarantee, the Contribution and Support Agreement Guarantee or any other agreement or arrangement to which it or he (or their respective Affiliateany of its or his Affiliates) is a party relating to the TransactionsTransaction, to the extent required by applicable Law or the SEC (or its staff) ). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or by mutual agreement between the Company and Parentanalyses or any information which it considers to be commercially sensitive information. Each of the Investors Parties hereby represents and warrants to Parent as to itself and its or his Affiliates, as applicable, that, solely with respect to any information supplied by such Party in writing pursuant to this Section 1.31.9, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholders’ Shareholders Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor Party for inclusion or incorporation by reference in the Schedule 13E-3 filed or to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If required under applicable Law or requested by applicable Governmental Authorities following the time that all of the relevant facts and circumstances of a Party’s involvement in the Transactions are provided to such Governmental Authorities and such Party has had a reasonable amount of time (taking into consideration the status of the applicable Governmental Authority’s clearance of other related documents and filings relating to the Transactions, such as the Proxy Statement) to present and explain its positions with the applicable Governmental Authority, such Party agrees to join (and to cause its Affiliates to join) as a filing party to any Schedule 13E-3 filing discussed in the previous sentence.