Additional Agreements and Acknowledgements. You hereby agree and acknowledge that:
Additional Agreements and Acknowledgements. You acknowledge and understand that a Company Stockholder who does not vote in favor of the Merger may, under certain circumstances, exercise dissenter’s rights under Section 262 of the Delaware General Corporation Law (“DGCL”) by following procedures prescribed under such Section. By executing this Letter of Transmittal, you affirmatively agree not to exercise any and all appraisal or dissenters rights that you may have (whether under Section 262 of the DGCL or otherwise) or could potentially have or acquire in connection with the Merger. You acknowledge that the Company, Buyer and Transitory Subsidiary will rely, and are entitled to rely, on (a) the truth and accuracy of your representations and warranties set forth herein and (b) your agreement to perform your obligations as set forth herein. Buyer is an express third party beneficiary of your representations, warranties, covenants and agreements set forth herein. You confirm that you have had the opportunity to ask representatives of the Company questions with regard to all the agreements, consents and other provisions in this Letter of Transmittal. You also confirm that you have had a reasonable time and opportunity to consult with your financial, legal, tax and other advisors, if desired, before signing this Letter of Transmittal. You agree not to disclose the existence or terms of this Agreement, the Merger Agreement or any other agreement contemplated thereby or any information regarding the negotiation hereof or thereof except to the extent such information is generally known to the public (other than as a result of a disclosure by you in violation of this Agreement). Notwithstanding the foregoing, you shall have no obligation hereunder to keep confidential any such information to the extent disclosure thereof (x) is required by Law; provided, however, that in the event disclosure is required by Law, you shall use best efforts to provide Buyer with prompt advance notice of such requirement so that Buyer may seek an appropriate protective order or (y)(i) is to the your legal counsel and tax and accounting advisors subject to professional or contractual confidentiality obligations or otherwise to the extent required for the preparation of any Tax Return, (ii) to the extent you are a venture capital or private equity fund, to your affiliates, employees, officers, managers, general partners and current or prospective limited partners who are required to maintain the confidentiality thereof, to disclos...
Additional Agreements and Acknowledgements. (a) The Investor agrees with SPAC that without written consent of the SPAC, the Investor will not to transfer, assign or sell any Transferred Shares held by it until the earlier of (i) one year after the date the SPAC consummates a Business Combination (as defined below) and (ii) the earlier to occur of, subsequent to a Business Combination, (A) the first date on which the last reported sale price of the Common Stock equals or exceeds $12.00 per share of stock (as adjusted for stock sub-divisions, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation a Business Combination and (B) the date on which the post Business Combination SPAC consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the post Business Combination SPAC’s stockholders having the right to exchange their Common Stock (or any successor security thereto) for cash, securities or other property. The Transferred Shares owned directly or indirectly by the Investor will not be subject to additional lock-up restrictions other than those detailed in this Section 5(a) and as required by the federal and state securities laws. For the avoidance of doubt, this Section 5 shall not (i) restrict the Investor from transferring, assigning or selling any Common Stock, warrants (including Shares of Common Stock issuable upon the exercise thereof) or units acquired in the IPO or in the open market or any warrants or shares of common stock of the post Business Combination SPAC (including shares issuable upon the exercise of such warrants) acquired in the open market, (ii) prevent the Investor from seeking redemption for any Common Stock it acquires in the IPO or in the open market in accordance with the terms and conditions applicable to the Common Stock and the IPO described in the Registration Statement or (iii) restrict the Investor from transferring, assigning or selling any of the Transferred Shares to an affiliate (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, of the Investor.
Additional Agreements and Acknowledgements. (a) Each undersigned Holder (i) confirms that such Holder (A) has made its own investigation of Acquiror and Holdings and has had the opportunity to ask representatives of Holdings and Acquiror questions with regard to the subject matter of this Agreement and the Merger Agreement, (B) has had a reasonable time and opportunity to consult with such Holder’s financial, legal, tax and other advisors, if desired, before signing this Agreement, (C) has entered into this Agreement, on behalf of itself and the other Releasing Parties, voluntarily, with the intention of fully and finally extinguishing all Claims other than the Retained Claims, and (D) has received and had a reasonable opportunity to review and understand the Merger Agreement, and (ii) represents and warrants that such Holder has not relied, in whole or in part, on any statements or representations made by or on behalf of any Released Parties in connection herewith or otherwise (other than any express representations or warranties given by a Released Party and set forth in the Merger Agreement or any Ancillary Agreement).
Additional Agreements and Acknowledgements. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. All disputes, claims, or controversies arising out of or relating to this Agreement, the Merger Agreement or the Related Agreements, or the negotiation, breach, validity or performance hereof or thereof, or the transactions contemplated hereby and thereby, including claims of fraud or fraud in the inducement, and including as well the determination of the scope or applicability of this agreement to arbitrate, shall be resolved solely and exclusively by binding arbitration administered by JAMS in New York, New York, before a single arbitrator (the “Arbitrator”). Except as modified in this Section 6, the arbitration shall be administered pursuant to JAMS’s Comprehensive Rules and Procedures. The parties further agree that this arbitration shall apply equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm or to enforce its rights under any non-competition covenants. The parties covenant and agree that the arbitration hearing shall commence within thirty (30) days of the date on which a written demand for arbitration is filed by any party hereto (the “Filing Date”). The hearing shall be no more than five (5) Business Days. In connection with the arbitration, the Arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three (3) depositions as of right, with each deposition limited to eight (8) hours, excluding breaks, and the Arbitrator may grant additional depositions upon good cause shown. For purposes of determining the number of depositions as of right, multiple petitioners or multiple respondents shall each respectively be deemed one party. The Arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. The Arbitrator’s award shall be made and delivered within ninety (90) days of the Filing Date, shall be binding and final as between the parties, and a judgment may be entered upon the award in any court having jurisdiction thereof. The Arbitrator’s decision shall set forth a reasone...
Additional Agreements and Acknowledgements. Each undersigned Stockholder understands, agrees to and acknowledges the following:
Additional Agreements and Acknowledgements. (a) SRP recognizes that this Agreement does not change requirements under its sustainability or renewable portfolio standards; Customer recognizes and agrees, however, that SRP will consider the Facility as part of its integrated generation portfolio to meet its carbon reduction goals.
Additional Agreements and Acknowledgements a. Each Stockholder confirms that such Stockholder has received the Merger Agreement and the Escrow Agreement and had the opportunity to ask representatives of the Company questions with regard to agreements and consents in this Written Consent and Agreement, and that all such questions have been answered fully and to the satisfaction of such Stockholder. Each Stockholder also confirms that such Stockholder has had a reasonable time and opportunity to consult with such Stockholder’s financial, legal, tax and other advisors, if desired, before signing this Written Consent and Agreement.
Additional Agreements and Acknowledgements. (a) Equityholder confirms that Equityholder has had a reasonable time and opportunity to consult with his or its financial, legal, tax and other advisors, if desired, before signing this Release and Joinder. Additionally, Equityholder confirms that he or it has received and had a reasonable opportunity to review and understand the Merger Agreement and the applicable exhibits accompanying this Release and Joinder.
Additional Agreements and Acknowledgements. The Parties hereby acknowledge and agree that:
