Voting Agreement Clause Example with 41 Variations from Business Contracts
This page contains Voting Agreement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, agrees that, during the term of this Support Agreement, at any meeting of the Company Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or in connection with any written consent of the Company Stockholders related to the Transactio...ns (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder shall: (a) when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares in favor of the Merger Agreement and the Transactions; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement.View More
Variations of a "Voting Agreement" Clause from Business Contracts
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, The Sponsor hereby unconditionally and irrevocably agrees that, during at the term of this Support Agreement, GigCapital2 Stockholders' Meeting, at any other meeting of the Company Stockholders related to the Transactions stockholders of GigCapital2 (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class ...or series vote thereof, and/or thereof) and in connection with any written consent of the Company Stockholders related to stockholders of GigCapital2, the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder Sponsor shall: (a) a. when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause all shares of GigCapital2 Common Stock or any other voting securities of GigCapital2 which it holds, owns or is entitled to vote, whether as shares or as a constituent part of a unit of securities and whether owned as of the Stockholder Shares date of or later acquired (the "Sponsor Shares"), to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares in favor of (i) the approval and adoption of the BCA and approval of the Merger Agreement and all other transactions contemplated by the BCA and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of GigCapital2 under the BCA or that would reasonably be expected to result in the failure of the Merger from being consummated and (iii) each of the proposals and any other matters necessary or reasonably requested by GigCapital2 for consummation of the Merger and the Transactions; other transactions contemplated by the BCA, including the UpHealth Combination; and (c) c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against (i) any Alternative Transaction (which, for the avoidance of doubt, excludes the UpHealth Combination) other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, other transactions contemplated by the BCA, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, The Sponsor hereby unconditionally and irrevocably agrees that, that during the term of this Support Agreement, period from the date hereof through the Termination Date as determined in accordance with Section 24, at the BCAC Stockholders' Meeting or at any other meeting of the Company Stockholders related to the Transactions stockholders of BCAC (whether annual or special and whether or not an adjourned or postponed meeting, h...owever called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and in connection with any action by written consent of the Company Stockholders related to stockholders of BCAC requested by the Transactions (all meetings BCAC Board or consents related to undertaken as contemplated by the Merger Agreement, collectively referred to herein as Transactions, the "Meeting"), Stockholder Sponsor shall: (a) when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause all shares of BCAC Common Stock or any other voting securities of BCAC which it holds, owns or is entitled to vote, whether as shares or as a constituent part of a unit of securities and whether owned as of the Stockholder Shares date of or later acquired (the "Sponsor Shares"), to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares in favor of (i) the approval and adoption of the BCA and approval of the Merger Agreement and all other transactions contemplated by the BCA and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of BCAC under the BCA or that would reasonably be expected to result in the failure of the Merger from being consummated and (iii) each of the proposals and any other matters necessary or reasonably requested by BCAC for consummation of the Merger and the Transactions; other transactions contemplated by the BCA; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against (i) any Business Combination Proposal other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, other transactions contemplated by the BCA, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, The Sponsor agrees that, during at the term of this Support Agreement, Ignyte Stockholders' Meeting, at any other meeting of the Company Stockholders related to the Transactions stockholders of Ignyte (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and in co...nnection with any written consent of the Company Stockholders related to stockholders of Ignyte, the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder Sponsor shall: (a) a. when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares in favor of (i) the Merger Agreement approval and adoption of the BCA and approval of the Business Combination and all other transactions contemplated by the BCA and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Ignyte under the BCA or that would reasonably be expected to result in the failure of the Business Combination from being consummated and (iii) each of the proposals and any other matters necessary or reasonably requested by Ignyte for consummation of the Business Combination and the Transactions; other transactions contemplated by the BCA; and (c) c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against (i) any Business Combination Proposal other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger Business Combination or any of the Transactions, other transactions contemplated by the BCA, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, The Sponsor agrees that, during at the term of this Support Agreement, GigCapital5 Stockholders' Meeting, at any other meeting of the Company Stockholders related to the Transactions stockholders of GigCapital5 (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof)... and in connection with any written consent of the Company Stockholders related to stockholders of GigCapital5, the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder Sponsor shall: (a) a. when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares (i) in favor of the approval and adoption of the BCA and approval of the Merger Agreement and all other transactions contemplated by the BCA and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of GigCapital5 under the BCA or that would reasonably be expected to result in the failure of the Merger from being consummated and (iii) in favor of each of the proposals and any other matters necessary or reasonably requested by GigCapital5 for consummation of the Merger and the Transactions; other transactions contemplated by the BCA; and (c) c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against (i) any Business Combination Proposal other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, other transactions contemplated by the BCA, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, The Sponsor and each Director hereby, unconditionally and irrevocably, agrees that, during at the term of this Support Agreement, Athena Stockholders' Meeting, at any other meeting of the Company Stockholders related to the Transactions stockholders of Athena (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separ...ate class or series vote thereof, and/or thereof) and in connection with any written consent of the Company Stockholders related to stockholders of Athena, the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder Sponsor and each Director shall: (a) a. when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause all shares of Athena Common Stock which it or she holds as of the Stockholder Shares date hereof and as set forth on Schedule I, whether as shares or as a constituent part of a unit of securities (the "Sponsor Shares"), to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares in favor of (i) the approval and adoption of the BCA and approval of the Merger Agreement and all other transactions contemplated by the BCA and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Athena under the BCA or that would reasonably be expected to result in the failure of the Merger from being consummated and (iii) each of the proposals and any other matters necessary or reasonably requested by Athena for consummation of the Merger and the Transactions; and (c) other transactions contemplated by the BCA; c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against (i) any Athena Acquisition Proposal other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, other transactions contemplated by the BCA, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement Sponsor or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Director contained in this Support Agreement. Agreement; d. in favor of the proposals set forth in the Proxy Statement/Registration Statement; and e. except as set forth in the Proxy Statement/Registration Statement, against the following actions or proposals: (i) any proposal in opposition to approval of the BCA or in competition with or materially inconsistent with the BCA; and (ii) (x) any amendment of the certificate of incorporation or bylaws of Athena; (y) any change in Athena's corporate structure or business; or (z) any other action or proposal involving Athena or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of Athena's closing conditions or obligations under the BCA not being satisfied. Sponsor and each Director hereby agrees not to, directly or indirectly, enter into any agreement, commitment or arrangement with any person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 1.2. View More
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, The Sponsor agrees that, during at the term of this Support Agreement, Riverview Stockholders' Meeting, at any other meeting of the Company Stockholders related to the Transactions stockholders of Riverview (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and... in connection with any written consent of the Company Stockholders related to stockholders of Riverview, the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder Sponsor shall: (a) a. when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause the Stockholder Sponsor Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares in favor of (i) the Merger approval and adoption of the Transaction Agreement and approval of the Transactions; Mergers and (c) all other transactions contemplated by the Transaction Agreement and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Riverview under the Transaction Agreement or that would reasonably be expected to result in the failure of the Mergers from being consummated and (iii) each of the proposals and any other matters necessary or reasonably requested by Riverview for consummation of the Mergers and the other transactions contemplated by the Transaction Agreement; c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against (i) any SPAC Acquisition Proposal other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger Mergers or any of the Transactions, other transactions contemplated by the Transaction Agreement, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. Agreement; d. not deposit any of its Sponsor Shares or Sponsor Warrants in a voting trust or subject any of its Sponsor Shares or Sponsor Warrants to any arrangement or agreement with respect to the voting of such securities without the prior written consent of the Company; and e. not make, or in any manner participate in, directly or indirectly, a "solicitation" of "proxies" or consents (as such terms are used in the rules of the SEC) of any equity interests of Riverview in connection with any vote of the stockholders of Riverview with respect to the Transactions, other than to recommend that the stockholders of Riverview vote in favor of the Transaction Proposals (and any actions required in furtherance thereof or otherwise as expressly provided in this Agreement or the Transaction Agreement); 2. No Modifications to Existing Agreements. Prior to the consummation of the Mergers, the Sponsor shall not modify or amend any contract between or among the Sponsor, anyone related by blood, marriage or adoption to the Sponsor or any Affiliate of the Sponsor (other than Riverview), on the one hand, and Riverview, on the other hand, including, for the avoidance of doubt, the Letter Agreement (except as expressly contemplated hereby or by the Transaction Agreement). View More
Voting Agreement. Stockholder, solely The Shareholder, in its capacity as a stockholder shareholder of the Company, SPAC, agrees that, during at the term of this Support Agreement, SPAC Shareholder Meeting, at any other meeting of the Company Stockholders SPAC's shareholders related to the Transactions transactions contemplated by the Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof)..., including any separate class or series vote thereof, and/or thereof) and in connection with any written consent of the Company Stockholders SPAC's shareholders related to the Transactions (all transactions contemplated by the Business Combination Agreement (the SPAC Shareholder Meeting and all other meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the "Meeting"), Stockholder the Shareholder shall: (a) when a.when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote b.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shareholder Shares in favor of each of the Merger Agreement SPAC Shareholder Voting Matters; and the Transactions; and (c) vote c.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shareholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the SPAC Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company SPAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, Each Insider agrees that, during at the term of this Support Agreement, Parent Stockholders Meeting, at any other meeting of the Company Stockholders related to the Transactions stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and in co...nnection with any written consent of the Company Stockholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the "Meeting"), Stockholder stockholders of Parent, each Insider shall: (a) a. when the Meeting such meeting is held, appear in person or by proxy at the Meeting such meeting or otherwise cause the Stockholder Insider Shares to be counted as present thereat for the purpose of establishing a quorum; (b) b. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder such Insider's Insider Shares in favor of (i) the approval and adoption of the Plan of Merger and approval of the Merger Agreement and all other transactions contemplated by the Plan of Merger and (ii) against any action, agreement or transaction or proposal that would reasonably be expected to cause or result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Plan of Merger or that would reasonably be expected to result in the failure of the Merger from being consummated and (iii) each of the proposals and any other matters necessary or reasonably requested by Parent for consummation of the Merger and the Transactions; other transactions contemplated by the Plan of Merger; and (c) c. vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder such Insider's Insider Shares against (i) any Acquisition Proposal other than with the Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, other transactions contemplated by the Plan of Merger, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder such Insider contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely Each Shareholder, in its capacity as a stockholder shareholder of the Company, SPAC, agrees that, during at the term of this Support Agreement, SPAC Shareholder Meeting, at any other meeting of the Company Stockholders SPAC's shareholders related to the Transactions transactions contemplated by the Business Combination Agreement (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof...), including any separate class or series vote thereof, and/or thereof) and in connection with any written consent of the Company Stockholders SPAC's shareholders related to the Transactions (all transactions contemplated by the Business Combination Agreement (the SPAC Shareholder Meeting and all other meetings or consents related to the Merger Business Combination Agreement, collectively referred to herein as the "Meeting"), Stockholder such Shareholder shall: (a) when a.when the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shareholder Shares to be counted as present thereat for the purpose of establishing a quorum; (b) vote b.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shareholder Shares in favor of each of the Merger Agreement SPAC Shareholder Voting Matters; and the Transactions; and (c) vote c.vote (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Shareholder Shares against any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company SPAC under the Merger Business Combination Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Shareholder contained in this Support Agreement. View More
Voting Agreement. Stockholder, solely in its capacity as a stockholder of the Company, The Sponsor hereby unconditionally and irrevocably agrees that, that during the term of this Support Agreement, period from the Original Date through the Termination Date as determined in accordance with Section 13, at the SPAC Stockholders' Meeting or at any other meeting of the Company Stockholders related to stockholders of the Transactions SPAC (whether annual or special extraordinary and whether or not an adjourned or post...poned meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or thereof) and in connection with any action by written consent of the Company Stockholders stockholders of the SPAC related to the Transactions (all meetings or consents related to Transactions, the Merger Agreement, collectively referred to herein as Sponsor has, through the "Meeting"), Stockholder date hereof, and shall: (a) when the Meeting such meeting is held, appear at the Meeting such meeting or otherwise cause all shares of SPAC Common Stock or any other voting securities of the Stockholder Shares SPAC which it holds, owns or is entitled to vote, whether as shares or as a constituent part of a unit of securities and whether owned as of the Original Date or later acquired (the "Sponsor Shares"), to be counted as present thereat for the purpose of establishing a quorum; (b) vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares (i) in favor of the approval and adoption of the BCA and approval of the Merger Agreement and all other Transactions, (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the SPAC under the BCA or hereunder or that would reasonably be expected to result in the failure of the Merger or the other Transactions from being consummated, (iii) for the approval of an extension of the deadline for SPAC to consummate its initial business combination at the extraordinary general meeting scheduled to be held prior to September 9, 2022, or any adjournment thereof and (iv) each of the proposals and any other matters necessary or reasonably requested by the SPAC for consummation of the Merger and the other Transactions; and (c) vote (or execute and return an action by written consent), or cause to be voted at the Meeting such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Stockholder Sponsor Shares against (i) any Alternative Transaction and (ii) any other action that would reasonably be expected to (x) prevent, materially impede, interfere with, delay, postpone delay or adversely affect materially impede the Merger or any of the other Transactions, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder Sponsor contained in this Support Agreement. View More
