Common use of Consummation of the Transaction Clause in Contracts

Consummation of the Transaction. In the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 1.1) and the Principal Investors determine to close the Merger, the Principal Investors who are not Failing Investors (as defined below) acting unanimously may terminate the participation in the transaction of any Investor that does not fund its Commitment (as defined below) or that asserts in writing its unwillingness to fund its Commitment (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Principal Investors who are not Failing Investors, acting unanimously, terminate a Failing Investor’s participation in the transaction, the amount of such Failing Investor’s Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under the Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to the Investors (other than any Failing Investor) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor) at the time of such termination, and if none or not all of a Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor) in such proportion, then the Principal Investors who are not Failing Investors acting unanimously may offer such Failing Investor’s Commitment, or portion thereof, to the other Investors or to one or more new investors approved by the Principal Investors. Each Investor agrees that in the event the consent or direction of the Principal Investors is required hereunder, if a Principal Investor is also a Failing Investor then such Failing Investor shall be deemed not to be a Principal Investor for the purposes of such consent or direction.

Consummation of the Transaction. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Parties, desirable for the consummation of the Transaction. In the event that the Closing Conditions conditions set forth in Sections 7.01, 7.02 and 7.03 of the Merger Agreement are satisfied or validly waived (subject in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the requirements Merger in Section 1.1) and accordance with the Principal terms of the Merger Agreement, all Investors determine to close the Merger, the Principal Investors who are not other than any Failing Investors Investor (as defined below) (the “Closing Investors”) acting unanimously may shall have the right to terminate the participation in the transaction of Transactions by any Investor that does not fund its Commitment (as defined below) or that asserts in writing its unwillingness to fund its Commitment (a “Failing Investor”)) that (i) breaches such Investor’s obligation under the Equity Commitment Letter of such Investor to fund the Equity Commitment or (ii) asserts in writing such Investor’s unwillingness to fund such Equity Commitment; provided, that such termination shall not affect the rights or remedies of the Closing Investors (as defined below) against such Failing Investor or its Affiliates with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereofbreach or threatened breach. In If the event the Principal Closing Investors who are not Failing Investors, acting unanimously, terminate a Failing Investor’s participation in the transactionTransactions pursuant to the immediately preceding sentence, then subject to the proviso of the first sentence of Section 1.3, the Lead Investors shall decide to offer one or more Closing Investors or Additional Investors the opportunity to purchase the equity interest of HoldCo for the Transactions to replace the amount of such Failing Investor’s Equity Commitment (if any) and/or Commitment; provided that the value consent of its or his Shares to ▇▇. ▇▇▇▇▇ shall be cancelled required for no consideration under any reallocation that would increase the Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “Rollover Commitment,” and together with any Equity Commitment, the “Commitment”) shall first be offered to the Investors (other than any Failing Investor) combined shareholding in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor) at the time of such termination, and if none or not all of a Failing Investor’s Commitment is accepted HoldCo by the Investors (other than any Failing Investor) in such proportion, then the Principal Investors who are not Failing Investors acting unanimously may offer such Failing Investor’s Commitment, or portion thereof, to the other Investors or to one or more new investors approved by the Principal Lead Investors. Each Investor agrees that in the event the consent or direction of the Principal Investors is required hereunder, if a Principal Investor is also a Failing Investor then such Failing Investor shall be deemed not to be a Principal Investor for the purposes of such consent or direction.

Consummation of the Transaction. In Subject to Section 1.8, in the event that the Closing Conditions are satisfied or validly waived (subject to the requirements in Section 1.1) and the Principal Requisite Investors determine to close the Merger, the Requisite Investors or all of the Principal Investors who are not Failing Investors (as defined below) acting unanimously may terminate the participation in the transaction of any PE Investor that does not fund its Equity Commitment (as defined below) or that asserts in writing its unwillingness to fund its Equity Commitment (a “"Failing Investor”"); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor (as defined below) with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Requisite Investors or all of the Principal Investors who are not Failing Investors, acting unanimously, unanimously terminate a the Failing Investor’s 's participation in the transaction, the amount of such the Failing Investor’s 's Equity Commitment (if any) and/or the value of its or his Shares to be cancelled for no consideration under the Support Agreement (if any) (calculated as the product of the number of such Shares and the Per Share Merger Consideration) (such value, the “"Rollover Commitment,” " and together with any Equity Commitment, the “"Commitment”") shall first be offered to the PE Investors (other than any Failing Investor) in proportion of their respective Commitments to the aggregate Commitments of the PE Investors (other than any Failing Investor) at the time of such termination, and if none or not all of a the Failing Investor’s 's Commitment is accepted by the PE Investors (other than any Failing Investor) in such proportion, then the Requisite Investors or all of the Principal Investors who are not Failing Investors acting unanimously may offer such the Failing Investor’s 's Commitment, or portion thereof, to the other Investors or to one or more new investors approved by the Principal Requisite Investors. Each Investor agrees that in For the event purpose of this Agreement, Actis' Commitment shall include both Actis' Equity Commitment and Rollover Commitment, Nanyan Zheng's Commitment shall include both his Rollover Commitment and the consent or direction Rollover Commitment of Fortune News International Limited, and Boquan He's Commitment shall include the Principal Investors is required hereunder, if a Principal Investor is also a Failing Investor then such Failing Investor shall be deemed not to be a Principal Investor for the purposes Rollover Commitment of such consent or directionPrototal Enterprises Limited.