Common use of TRANSACTION PROCESS Clause in Contracts

TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction (including without limitation undertaking further due diligence on the Company and its business and negotiating the terms and conditions of the Merger Agreement and other definitive Transaction documents in respect of the Transaction including the Debt Financing) with the Special Committee and the Financing Banks, and the Principal Consortium Members (including their Representatives) may participate in meetings and negotiations with the Special Committee, the Financing Banks and their respective advisors. In order to facilitate the foregoing and subject to the following sentence, the Parties agree that: (i) the Chairman, in consultation with the other Principal Consortium Members, shall be primarily responsible for negotiating with the Special Committee with respect to the Transaction; provided, that the Chairman shall (1) obtain the consent from the other Parties on any changes to the purchase price, (2) consult with the other Parties on the terms of all Transaction documentation, (3) share with the other Parties all drafts of the Transaction documentation, (4) inform the other Parties of the status of discussions and negotiations with the Special Committee and (5) include the Initial Sponsors in such negotiations if so reasonably requested; and (ii) the Initial Sponsors, in consultation with the other Principal Consortium Members, shall be primarily responsible for procuring the Debt Financing and negotiating with the Financing Banks. Each of the Principal Consortium Members shall work in a coordinated manner and keep each other updated on status and progress as it carries out its allocated responsibilities. (b) Each Party shall use its/his/her reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.

TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction (including without limitation undertaking further due diligence on the Company and its business and negotiating the terms and conditions of the Merger Agreement and other definitive Transaction documents in respect of the Transaction including the Debt Financing) with the Special Committee and the Financing Banks, and the Principal Consortium Members (including their Representatives) may participate in meetings and negotiations with the Special Committee, the Financing Banks and their respective advisors. In order to facilitate the foregoing and subject to the following sentence, the Parties agree that: (i) the Chairman, in consultation with the other Principal Consortium Members, shall be primarily responsible for negotiating with the Special Committee with respect to the Transaction; provided, that the Chairman shall (1) obtain the consent from the other Parties on any changes to the purchase price, (2) consult with the other Parties on the terms of all Transaction documentation, (3) share with the other Parties all drafts of the Transaction documentation, (4) inform the other Parties of the status of discussions and negotiations with the Special Committee and (5) include the Initial Sponsors in such negotiations if so reasonably requested; and (ii) the Initial Sponsors, in consultation with the other Principal Consortium Members, shall be primarily responsible for procuring the Debt Financing and negotiating with the Financing Banks. Each of the Principal Consortium Members shall work in a coordinated manner and keep each other updated on status and progress as it carries out its allocated responsibilities. (b) Each Party shall shall, to the extent that such Party or its Affiliate has not executed a confidentiality agreement with the Company, use its/his/her reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.

TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction (including without limitation undertaking further due diligence on the Company and its business and negotiating the terms and conditions of the Merger Agreement and other definitive Transaction transaction documents in respect of the Transaction including the Debt Financing) with the Special Committee and the Financing Banks, and the Principal Consortium Members (including their Representatives) may shall participate in meetings and negotiations with the Special Committee, the Financing Banks and their respective advisors. In order to facilitate the foregoing and subject to the following sentence, the Parties agree that: (i) the Chairman, in consultation with the other Principal Consortium Members, shall be primarily responsible for negotiating with the Special Committee with respect to the Transaction; provided, that the Chairman shall (1) obtain the consent from the other Parties on any changes to the purchase price, (2) consult with the other Parties on the terms of all Transaction documentation, (3) share with the other Parties all drafts of the Transaction documentation, (4) inform the other Parties of the status of discussions and negotiations with the Special Committee and (5) include the Initial Sponsors in such negotiations if so reasonably requested; and (ii) the Initial SponsorsABG and Boyu, in consultation with the other Principal Consortium MembersChairman, shall be primarily responsible for procuring the Debt Financing and negotiating with the Financing Banks. Each of the Principal Consortium Members Member shall work in a coordinated manner and keep each the other Principal Consortium Members updated on status and progress as it carries out its allocated responsibilities. (b) Each Party shall use its/his/her reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.