Actions Under the Merger Agreement. Subject to Section 1.7 hereof, the Requisite Investors (as defined below) may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 7.1, 7.2 and 7.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amending or modifying the Merger Agreement and determining to close the Merger; provided that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the Merger unless such action has been approved in advance in writing by the Requisite Investors. Parent agrees not to take any action with respect to the Merger Agreement, including granting or withholding of waivers and entering into amendments, unless such actions are in accordance with this Agreement. For the purposes of this Agreement, “Requisite Investors” shall mean the Investors representing at least seventy-five percent (75%) of the aggregate Commitments, as determined without taking into account (i) any Failing Investor (as defined below) and (ii) Rollover Commitments related to Company Share Awards. Notwithstanding any provision of this Agreement to the contrary, from and after the time an Investor becomes a Failing Investor (as defined below), the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided that any Failing Investor that ultimately participates in the Merger as a result of the Closing Investors (as defined below) exercising their rights to seek specific performance hereunder or the Company exercising its specific performance right under the Merger Agreement shall no longer be deemed a “Failing Investor”, and its/his approval or consent rights shall be res...
Actions Under the Merger Agreement. The Investors acting jointly shall have the sole power, authority and discretion to cause Parent and Merger Sub to take any action or refrain from taking any action in order to comply with their obligations, satisfy their closing conditions or exercise their rights under the Merger Agreement, including, without limitation, (a) determining that the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (the “Closing Conditions”) have been satisfied or waiving compliance with any agreement or condition in the Merger Agreement, including any Closing Condition, or (b) amending or modifying the Merger Agreement and determining to consummate the Merger; provided, that the Investors may not cause Parent and Merger Sub to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent and Merger Sub shall not, and the Investors shall not permit Parent or Merger Sub to, determine that any Closing Condition has been satisfied, waive any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger unless such action has been approved in advance in writing by each Investor. Parent and Merger Sub shall not take any action with respect to the Merger Agreement, including granting or withholding of waivers or entering into amendments, unless such actions are in accordance with this Agreement.
Actions Under the Merger Agreement. Subject to Section 2.2 below and subject to consulting with the other Investors, the Investor or Investors holding a majority of the Commitments and the Rollover Commitment, taken as a whole, in the aggregate (the “Majority Holder”) may cause Parent to take or refrain from taking any action with respect to the Merger Agreement and the transactions contemplated thereby, including: (a) determining that the conditions to closing specified in Sections 6.1 and 6.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, (b) waiving compliance with any agreements or any Closing Conditions contained in the Merger Agreement, (c) amending, supplementing or modifying the Merger Agreement or (d) terminating the Merger Agreement.
Actions Under the Merger Agreement. (a) Subject to Key Investor Consent in the circumstances required by Sections 1.2(c) and 3.1(b), the Founders, by mutual agreement and acting reasonably and in good faith, shall have the right to cause Parent or Merger Sub to take any action or refrain from taking any action that is (i) not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Equity Commitment Letters, the Warrant Exchange Agreement, and the Noteholder Conversion Agreement and (ii) reasonably required in order for Parent or Merger Sub to comply with their respective obligations or exercise their respective rights under the Merger Agreement. Parent, Xxxxxx Sub and the Founders shall use their reasonable best efforts to keep the Key Investors informed about, and reasonably cooperate with the Key Investors in connection with, the matters contemplated by the Transaction Documents. Parent, Xxxxxx Sub and the Founders shall use reasonable best efforts to consult with the Key Investors with respect to, and keep them apprised of, all material decisions, elections, actions, determinations and other matters contemplated by the Transaction Documents. To the extent reasonably practicable, Parent, Merger Sub, and the Founders shall provide the Key Investors with drafts of material Transaction Documents and communications with the Company or third parties regarding the Transactions and shall provide the Key Investors and their respective advisors with an opportunity to review and comment on such Transaction Documents and communications.
Actions Under the Merger Agreement. The Requisite Parties may jointly cause Parent and Merger Sub to take any action or refrain from taking any action in order for each of Parent and Merger Sub to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement or any other action with respect to the Merger Agreement, including, without limitation, (i) determining that the conditions to closing specified in Sections 7.01 and 7.02 of the Merger Agreement (the “Closing Conditions”) have been satisfied, (ii) waiving compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), (iii) amending or modifying the Merger Agreement, and (iv) determining to close the Merger (collectively, the “Reserved Matters”). Parent and Merger Sub shall not, and no other Party shall permit Parent or Merger Sub to, carry out any Reserved Matter unless such action has been approved in advance in writing by the Requisite Parties. Each of Parent and Xxxxxx Sub agrees not to take any action with respect to the Merger Agreement, including granting or withholding of waivers or entering into amendments, unless such actions are in accordance with this Agreement. Notwithstanding any provision of this Agreement to the contrary, from and after the time any Sponsor Party becomes a Failing Investor (as defined below), the approval or consent of the Sponsor Parties shall not be required for any purposes under this Agreement.
Actions Under the Merger Agreement. The Investors, acting jointly, shall cause Parent, MergerCo 1 and MergerCo 2 to take any action or refrain from taking any action in order for Parent, MergerCo 1, MergerCo 2 to comply with their obligations, satisfy their closing conditions or exercise their rights under the Merger Agreement, the Equity Commitment Letters and the Transaction (and no Investor, acting individually, shall cause Parent, MergerCo 1 or MergerCo 2 to take any such action), including (a) waiving any of the conditions to Closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”), (b) waiving compliance with any provisions, agreements, covenants or obligations contained in the Merger Agreement (including the Closing Conditions), (c) amending, supplementing, modifying or terminating the Merger Agreement or the Equity Commitment Letters, or assigning any of Parent’s, MergerCo 1’s or MergerCo 2’s rights or obligations under any of the foregoing, (d) controlling, directing and settling any stockholder-related suit, claim or proceeding arising in connection with the Transaction and (e) controlling all other matters related to the Merger Agreement and the Equity Commitment Letters; provided that the Blackstone Investor shall have the sole right to cause Parent to take any action or refrain from taking any action under the Support Agreement, including enforcing Parent’s rights thereunder.
Actions Under the Merger Agreement. (a) All actions and decisions of the Investors or MergerCo relating to the Merger Agreement and any related agreements, including any negotiations relating to any of the foregoing, shall require the prior approval of the Majority Investors, and such Majority Investors may cause MergerCo to take any action or refrain from taking any action in order for MergerCo to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement or any related agreement, including causing MergerCo to (i) amend or agree to an amendment of the Merger Agreement, (ii) waive or determine to be satisfied any condition to closing specified in the Merger Agreement (each, a “Closing Condition”) or (iii) determine any Closing Condition not to be satisfied. MergerCo shall not, and the Investors shall not permit MergerCo to, without the prior consent of the affected Investor, amend, or agree to any amendment of, the Merger Agreement in a manner that (1) discriminates against an Investor relative to the other Investors in a manner that is materially adverse to such Investor or (2) would require any amendment to the Commitment Letter of such Investor.
Actions Under the Merger Agreement. The Investors, acting together, may cause Purchaser to take any action or refrain from taking any action with respect to the Merger Agreement, including, without limitation, taking any action or refraining from taking any action in order for Purchaser to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, amend or modify the Merger Agreement, waive compliance with any agreements contained in the Merger Agreement, and cause Purchaser to determine that the conditions to closing specified in Sections 6.1 and 6.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied or to waive compliance with any Closing Condition and to close the transactions contemplated by the Merger Agreement in accordance with its terms (except as so waived); provided that (i) the decision to waive the conditions to closing specified in Sections 6.03(e) and 6.03(f) of the Merger Agreement shall be made by the ML Investor in its sole and absolute discretion and (ii) no other such action shall be taken or refrained from being taken without the consent of the ML Investor and the Rollover Investors.
Actions Under the Merger Agreement. 2.1.1. Subject to Section 2.4 below and this Section 2.1, (a) the YF Capital Investor, the TF Capital Investor and the GIC Investor, acting jointly, shall have the sole power, authority and discretion to (i) cause Parent and Merger Sub to determine that the condition to closing specified in Section 8.1(b) of the Merger Agreement (the “CFIUS Clearance Condition”) and Section 8.2(c) of the Merger Agreement (the “MAE Closing Condition”) have been satisfied or otherwise may be waived and (ii) cause Parent and Merger Sub to determine that the failure of a condition to closing to be satisfied that is caused by the Company (the “Company Breached Condition”) has been otherwise waived, and (iii) in each case of (i) and (ii), determine accordingly to close or terminate the Merger Agreement upon the satisfaction or waiver of Other Closing Conditions (as defined below), and (b) subject to the foregoing clause (a), the Lead Investors shall have the sole power, authority and discretion to cause Parent and Merger Sub to take any action or refrain from taking any action in order for Parent and Merger Sub to comply with their obligations, satisfy the closing conditions or exercise their rights and remedies under the Merger Agreement, including: (i) determining that the conditions to closing specified in Sections 8.1 and 8.2 (other than the MAE Closing Condition, the CFIUS Clearance Condition and the Company Breached Condition) of the Merger Agreement (the “Other Closing Conditions”, together with the MAE Closing Condition, the CFIUS Clearance Condition and the Company Breached Condition, the “Closing Conditions”) have been satisfied, (ii) enforcing or waiving compliance with any agreements and conditions contained in the Merger Agreement, including Other Closing Conditions, (iii) amending, supplementing or modifying the Merger Agreement, (iv) determining to close the Merger or terminate the Merger Agreement (other than the circumstances set forth in the foregoing clause (a)), and (v) negotiating and entering into definitive agreements with members of management of the Company with respect to the terms of such management members’ employment, compensation, and equity incentives, as applicable (collectively, the “Lead Investor Actions”); provided, however, that the Lead Investors shall not permit or cause Parent and Merger Sub to amend, supplement or modify the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investor...
Actions Under the Merger Agreement. (a) Subject to Sections 2.1(b) and 2.5(a), all actions and decisions of the Investors, MergerCo or SibCo relating to the Merger Agreement and any customarily anticipated related agreements (such as a transaction fee agreement), including any negotiations relating to any of the foregoing, shall require the approval of the Majority Investors and such Majority Investors may cause MergerCo or SibCo to take any action or refrain from taking any action in order for MergerCo and SibCo to comply with their obligations, satisfy their closing conditions or to exercise their rights under the Merger Agreement or any related agreement.
