Common use of Against Other Transactions Clause in Contracts

Against Other Transactions. At any meeting of shareholders of the Company, or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company Shareholder’s vote, consent or other approval is sought, such Company Shareholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by written consent, if applicable) against (w) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material Subsidiaries, (x) any Alternative Transaction Proposal, (y) other than any amendment to Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of Organizational Documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreements, the Mergers or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Purchaser (or at any adjournment thereof, ) or in connection with any shareholder written consent resolution of the shareholders of the Company Purchaser, or in any other circumstances upon which such Company Shareholdera Purchaser Stockholder’s vote, consent consent, resolution or other approval is sought, such Company Shareholder each Purchaser Stockholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the its Subject Shares (including including, but not limited to, by withholding class vote and/or written consentconsent or written resolution, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement Business Combination Agreement, Ancillary Agreements and the MergersTransactions), scheme of acquisition, scheme, arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of of, or by the Company or by, Purchaser (including, but not limited to, any public offering of any equity securities shares of the CompanyPurchaser), any of its material Subsidiaries, or, in case of a public offering only, or a newly-formed holding company of the Company Purchaser or such material Subsidiaries, other than in connection with the Transactions in accordance with the terms of the Business Combination Agreement, (xii) any Alternative Transaction Proposalinquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time, relating to a Business Combination for Purchaser other than the Transactions, (yiii) any change in the business, management, control or board of directors of Purchaser (other than in connection with the Transactions and the Purchaser Shareholder Proposals), (iv) any amendment to of the Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of Organizational Documents of the Company Purchaser or other proposal or transaction involving the Company Purchaser or any of its Subsidiaries (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement), and (zv) any proposal other action, proposal, plan, scheme, arrangement or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, agreement that would be reasonably likely to in any material respect (A) prevent, impede, interfere with, delay delay, postpone, obstruct or attempt to discourage, adversely affect, impair, frustrate the purposes of, result in a breach by the Company Purchaser of, prevent or nullify nullify, any provision of the Merger Business Combination Agreement or any other Transaction AgreementsAncillary Agreement or the Transactions, the Mergers or any other Transaction or (B) change in any manner the voting rights of any class of Purchaser’s capital stock (other than any amendment to the Company’s share capitalOrganizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement), (C) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Purchaser under the Business Combination Agreement or any Ancillary Agreement, (D) result in any of the conditions set forth in Article VII of the Business Combination Agreement not being fulfilled or (E) change in any manner the dividend policy or capitalization of, or any class of capital stock of, Purchaser (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement).

Against Other Transactions. At any meeting of shareholders of the Company, Company or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company Shareholder’s vote, consent or other approval is sought, such Company Shareholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Business Combination Agreement and the MergersAcquisition Merger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities Equity Securities of the Company, any of its material Material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material Material Subsidiaries, other than in connection with the Transactions or as set forth in Section 6.1 of the Company Disclosure Letter, (xii) any Alternative Transaction Company Acquisition Proposal, and (yiii) other than any amendment to Organizational Documents the Company Charter permitted under Section 6.1 of the Company in furtherance of Section 2.01 of the Merger Business Combination Agreement, any amendment of Organizational Documents of the Company Charter or the Shareholders’ Agreement or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsDocument, the Mergers Acquisition Merger, or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At From the date of this Agreement until the date of termination of this Agreement, at any meeting of shareholders of the Company, Company Shareholders or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders or written resolutions of the Company Shareholders (or any of them) or in any other circumstances upon which such Company Shareholder’s vote, consent or other approval is sought, such Company Shareholder shall (i) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) proxy or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present and quorum, (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consentconsent or written resolutions, if applicable) against (wv) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers)merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company Equity Securities of the Company or such material Subsidiaries(other than the Merger Agreement and the Transactions), (w) other than in connection with the Transactions, any Company Acquisition Proposal, (x) allowing the Company to execute or enter into, any Alternative Transaction Proposalagreement related to a Company Acquisition Proposal other than in connection with the Transactions, or (y) other than any amendment to Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of Organizational Documents of the Company (other than in connection with the Transactions), or entering into any agreement or agreement in principle or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any Subsidiaries, which amendment, agreement or other proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, transaction would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent result in the termination or failure to consummate of, or nullify any provision of of, the Merger Agreement or any other Transaction AgreementsDocument, the Mergers or any other Transaction Transactions or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At From the date of this Agreement until the date of termination of this Agreement, at any meeting of shareholders of the Company, SPAC Shareholders or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company SPAC Shareholders or in any other circumstances upon which such Company ShareholderSponsor’s vote, consent or other approval is sought, such Company Shareholder Sponsor shall (i) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) proxy or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present and quorum, (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (w) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers)merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company SPAC or any public offering of any equity securities Equity Securities of SPAC (other than the CompanyMerger Agreement, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material SubsidiariesFirst Merger and the Transactions), (x) other than in connection with the Transactions, any Alternative Transaction SPAC Acquisition Proposal, (y) allowing SPAC to execute or enter into, any agreement related to a SPAC Acquisition Proposal other than any amendment to Organizational Documents of in connection with the Company in furtherance of Section 2.01 of the Merger AgreementTransactions, and (z) any amendment of Organizational Documents of SPAC (other than in connection with the Company Transactions), or entering into any agreement or agreement in principle or other proposal or transaction involving the Company SPAC or any of its Subsidiaries and (z) any Subsidiaries, which amendment, agreement or other proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentencetransaction, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company SPAC of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsDocument, the Mergers or any other Transaction Transactions or change in any manner the voting rights of any class of the CompanySPAC’s share capital.

Against Other Transactions. At any meeting of shareholders stockholders of the Company, SPAC or at any adjournment thereof, or in connection with any written consent of the shareholders stockholders of the Company SPAC or in any other circumstances upon which such Company ShareholderFounder Holder’s vote, consent or other approval is sought, such Company Shareholder Founder Holder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the MergersMerger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company SPAC or any public offering of any equity securities shares of the Company, any of its material SubsidiariesSPAC capital stock, or, in case of a public offering only, a newly-formed holding company of the Company SPAC or such material Subsidiaries, other than in connection with the Transactions, (xii) any Alternative Transaction Proposalrelating to SPAC, and (yiii) other than any amendment to Organizational Documents of SPAC expressly permitted under the Company in furtherance of Section 2.01 terms of the Merger Agreement, any amendment of Organizational Documents of the Company SPAC or other proposal or transaction involving the Company SPAC or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company SPAC of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAncillary Agreement, the Mergers or Mergers, any other Transaction Transactions or change in any manner the voting rights of any class of the CompanySPAC’s share capital.

Against Other Transactions. At From the date of this Agreement until the date of termination of this Agreement, at any meeting of shareholders of the Company, SPAC Shareholders or at any adjournment or postponement thereof, or in connection with any written consent or written resolutions of the shareholders SPAC Shareholders (or any of the Company them) or in any other circumstances upon which such Company Founder Shareholder’s vote, consent or other approval is sought, such Company Founder Shareholder shall (i) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) proxy or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present and quorum, (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consentconsent or written resolutions, if applicable) against (wv) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers)merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company SPAC or any public offering of any equity securities Equity Securities of SPAC (other than the CompanyMerger Agreement, the First Merger and the Transactions), (w) other than in connection with the Transactions, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material SubsidiariesSPAC Acquisition Proposal, (x) allowing SPAC to execute or enter into, any Alternative Transaction Proposalagreement related to a SPAC Acquisition Proposal other than in connection with the Transactions, or (y) other than any amendment to Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of Organizational Documents of SPAC (other than in connection with the Company Transactions), or entering into any agreement or agreement in principle or other proposal or transaction involving the Company SPAC, which amendment, agreement or any of its Subsidiaries and (z) any other proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, transaction would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company SPAC of, prevent result in the termination or failure to consummate of, or nullify any provision of of, the Merger Agreement or any other Transaction AgreementsDocument, the Mergers or any other Transaction Transactions or change in any manner the voting rights of any class of the CompanySPAC’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Goal (or at any adjournment thereof, ) or in connection with any shareholder written consent resolution of the shareholders of the Company Goal, or in any other circumstances upon which such Company Shareholdera Goal Stockholder’s vote, consent consent, resolution or other approval is sought, such Company Shareholder each Goal Stockholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the its Subject Shares (including including, but not limited to, by withholding class vote and/or written consentconsent or written resolution, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement Amended and Restated Business Combination Agreement, Ancillary Agreements and the MergersTransactions), scheme of acquisition, scheme, arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of of, or by the Company or by, Goal (including, but not limited to, any public offering of any equity securities shares of the CompanyGoal), any of its material Subsidiaries, or, in case of a public offering only, or a newly-formed holding company of the Company Goal or such material Subsidiaries, other than in connection with the Transactions in accordance with the terms of the Amended and Restated Business Combination Agreement, (xii) any Alternative Transaction Proposalinquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time, relating to a Business Combination for Goal other than the Transactions, (yiii) any change in the business, management, control or board of directors of Goal (other than in connection with the Transactions and the Goal Shareholder Proposals), (iv) any amendment to of the Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of Organizational Documents of the Company Goal or other proposal or transaction involving the Company Goal or any of its Subsidiaries (other than any amendment to the Organizational Documents of Goal contemplated in, or permitted by, the Amended and Restated Business Combination Agreement), and (zv) any proposal other action, proposal, plan, scheme, arrangement or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, agreement that would be reasonably likely to in any material respect (A) prevent, impede, interfere with, delay delay, postpone, obstruct or attempt to discourage, adversely affect, impair, frustrate the purposes of, result in a breach by the Company Goal of, prevent or nullify nullify, any provision of the Merger Amended and Restated Business Combination Agreement or any other Transaction AgreementsAncillary Agreement or the Transactions, the Mergers or any other Transaction or (B) change in any manner the voting rights of any class of Goal’s capital stock (other than any amendment to the Company’s share capitalOrganizational Documents of Goal contemplated in, or permitted by, the Amended and Restated Business Combination Agreement), (C) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Goal under the Amended and Restated Business Combination Agreement or any Ancillary Agreement, (D) result in any of the conditions set forth in Article VI of the Amended and Restated Business Combination Agreement not being fulfilled or (E) change in any manner the dividend policy or capitalization of, or any class of capital stock of, Goal (other than any amendment to the Organizational Documents of Goal contemplated in, or permitted by, the Amended and Restated Business Combination Agreement).

Against Other Transactions. At From the date of this Agreement until the date of termination of this Agreement, at any meeting of shareholders of the Company, Company Shareholders or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company Shareholders or in any other circumstances upon which such Company Shareholder’s vote, consent or other approval is sought, such Company Shareholder shall (i) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) proxy or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present and quorum, (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (w) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers)merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company Equity Securities of the Company or such material Subsidiaries(other than the Merger Agreement and the Transactions), (x) other than in connection with the Transactions, any Alternative Transaction Company Acquisition Proposal, (y) allowing the Company to execute or enter into, any agreement related to a Company Acquisition Proposal other than any amendment to Organizational Documents of in connection with the Company in furtherance of Section 2.01 of the Merger AgreementTransactions, and (z) any amendment of Organizational Documents of the Company or entering into any agreement or agreement in principle or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any Subsidiaries, which amendment, agreement or other proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, transaction would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsDocument, the Mergers or any other Transaction Transactions or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Purchaser or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company Purchaser or in any other circumstances upon which such Company ShareholderFounder Holder’s vote, consent or other approval is sought, such Company Shareholder Founder Holder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Business Combination Agreement and the MergersMerger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Purchaser or any public offering of any equity securities shares of the CompanyPurchaser, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company Purchaser or such material Subsidiaries, other than in connection with the Transactions, (xii) any Acquisition Proposal relating to an Alternative Transaction Proposalwith respect to Purchaser, and (yiii) other than any amendment to Organizational Documents of the Company in furtherance of Purchaser permitted under Section 2.01 2.2 and Section 2.3 of the Merger Business Combination Agreement (and required as the Amended Purchaser Charter as a condition to closing under Section 7.2(e)(v) and Section 7.3(f) of the Business Combination Agreement), any amendment of Organizational Documents of the Company Purchaser or other proposal or transaction involving the Company Purchaser or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company Purchaser of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsAncillary Document, the Mergers Merger, or any other Transaction or change in any manner the voting rights of any class of the CompanyPurchaser’s share capital.

Against Other Transactions. At any general meeting of shareholders of the Company, Purchaser (or at any adjournment thereof, ) or in connection with any shareholder written consent resolution of the shareholders of the Company Purchaser, or in any other circumstances upon which such Company ShareholderSponsor’s vote, consent consent, resolution or other approval is sought, such Company Shareholder Sponsor shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including including, but not limited to, by withholding class vote and/or written consentconsent or written resolution, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement Business Combination Agreement, Ancillary Agreements and the MergersTransactions), scheme of acquisition, scheme, arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of of, or by the Company or by, Purchaser (including, but not limited to, any public offering of any equity securities shares of the CompanyPurchaser), any of its material Subsidiaries, or, in case of a public offering only, or a newly-formed holding company of the Company Purchaser or such material Subsidiaries, other than in connection with the Transactions in accordance with the terms of the Business Combination Agreement, (xii) any Alternative Transaction Proposalinquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time, relating to a Business Combination for Purchaser other than the Transactions, (yiii) any change in the business, management, control or board of directors of Purchaser (other than in connection with the Transactions and the Purchaser Shareholder Proposals), (iv) any amendment to of the Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of Organizational Documents of the Company Purchaser or other proposal or transaction involving the Company Purchaser or any of its Subsidiaries (other than any amendment to the Organizational Documents of Purchaser contemplated in the Business Combination Agreement), and (zv) any proposal other action, proposal, plan, scheme, arrangement or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, agreement that would be reasonably likely to in any material respect (A) prevent, impede, interfere with, delay delay, postpone, obstruct or attempt to discourage, adversely affect, impair, frustrate the purposes of, result in a breach by the Company Purchaser of, prevent or nullify nullify, any provision of the Merger Business Combination Agreement or any other Transaction AgreementsAncillary Agreement or the Transactions, the Mergers or any other Transaction or (B) change in any manner the voting rights of any class of Purchaser’s capital stock, (C) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Purchaser under the Company’s share capitalBusiness Combination Agreement or any Ancillary Agreement, (D) result in any of the conditions set forth in Article VI of the Business Combination Agreement not being fulfilled or (E) change in any manner the dividend policy or capitalization of, any class of capital stock of, Purchaser.

Against Other Transactions. At any meeting of shareholders of the Company, SPAC or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company SPAC or in any other circumstances upon which such Company ShareholderFounder Holder’s vote, consent or other approval is sought, such Company Shareholder Founder Holder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company SPAC or any public offering of any equity securities shares of the Company, any of its material SubsidiariesSPAC, or, in case of a public offering only, a newly-formed holding company of the Company SPAC or such material Subsidiaries, other than in connection with the Mergers, (xii) any Alternative Transaction Proposalalternative transaction relating to SPAC, and (yiii) other than any amendment to SPAC’s Organizational Documents of expressly permitted under the Company in furtherance of Section 2.01 terms of the Merger Agreement, any amendment of SPAC’s Organizational Documents of the Company or other proposal or transaction involving the Company SPAC or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company SPAC of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAdditional Agreement, the Mergers or Mergers, any other Transaction or change in any manner the voting rights of any class of the CompanySPAC’s share capital; provided, however, that nothing contained herein shall be construed as prohibiting a Founder Holder’s vote in favor of any transaction financing contemplated by the Merger Agreement.

Against Other Transactions. At any meeting of shareholders of the Company, SPAC or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company SPAC or in any other circumstances upon which such Company ShareholderFounder Holder’s vote, consent or other approval is sought, such Company Shareholder Founder Holder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company SPAC or any public offering of any equity securities shares of the Company, any of its material SubsidiariesSPAC, or, in case of a public offering only, a newly-formed holding company of the Company SPAC or such material Subsidiaries, other than in connection with the Mergers, (xii) any Alternative Transaction Proposalalternative transaction relating to SPAC, and (yiii) other than any amendment to SPAC’s Organizational Documents of expressly permitted under the Company in furtherance of Section 2.01 terms of the Merger Agreement, any amendment of SPAC’s Organizational Documents of the Company or other proposal or transaction involving the Company SPAC or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company SPAC of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAncillary Document, the Mergers or Mergers, any other Transaction or change in any manner the voting rights of any class of the CompanySPAC’s share capital; provided, however, that nothing contained herein shall be construed as prohibiting a Founder Hxxxxx’s vote in favor of any transaction financing contemplated by the Merger Agreement.

Against Other Transactions. At any meeting of shareholders of the Company, Purchaser or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company Purchaser or in any other circumstances upon which such Company ShareholderSponsor’s vote, consent or other approval is sought, such Company Shareholder Sponsor shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Business Combination Agreement and the MergersInitial Merger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Purchaser or any public offering of any equity securities shares of the CompanyPurchaser, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company Purchaser or such material Subsidiaries, other than in connection with the Transactions, (xii) any Acquisition Proposal relating to an Alternative Transaction Proposalwith respect to Purchaser, and (yiii) other than any amendment to Organizational Documents of the Company in furtherance of Purchaser permitted under Section 2.01 1.1(d) of the Merger Business Combination Agreement, any amendment of Organizational Documents of the Company Purchaser or other proposal or transaction involving the Company Purchaser or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company Purchaser of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsAncillary Document, the Mergers Initial Merger, or any other Transaction or change in any manner the voting rights of any class of the CompanyPurchaser’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Company or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company Shareholder’s vote, consent or other approval is sought, such Company Shareholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares against (including by withholding its class consent and/or written consent, if applicable) against (w) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material Subsidiaries, (x) any offer or proposal relating to an Alternative Transaction Proposal, (y) other than any amendment to the Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of the Organizational Documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Company Shareholder Written ConsentResolution, which, in each of cases (w) and (y) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, or prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAgreement, the Mergers or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Company or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company the Shareholder’s vote, consent or other approval is sought, such Company the Shareholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Business Combination Agreement and the MergersAcquisition Merger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities shares of the Company, any of its material SubsidiariesSubsidiaries (including Pubco), or, in case of a public offering only, a newly-formed holding company of the Company or such material Subsidiaries, other than in connection with the Transactions, (xii) any Acquisition Proposal relating to an Alternative Transaction Proposalwith respect to the Company or any of its material Subsidiaries (including Pubco), and (yiii) other than any amendment to Organizational Documents of the Company in furtherance of Section 2.01 Company, Pubco, Merger Sub 1 and Merger Sub 2 permitted under Sections 1.1(d) and 1.2(d) of the Merger Business Combination Agreement, any amendment of Organizational Documents of the Company Company, Pubco, Merger Sub 1 or Merge Sub 2 or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consentincluding Pubco), which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsAncillary Document, the Mergers Acquisition Merger, or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Company or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company Shareholder’s vote, consent or other approval is sought, such Company Shareholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shareholder Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities shares of the Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material Subsidiaries, other than in connection with the Mergers, (xii) any Alternative Transaction Proposalalternative transaction relating to the Company, and (yiii) other than any amendment to Company’s Organizational Documents of expressly permitted under the Company in furtherance of Section 2.01 terms of the Merger Agreement, any amendment of Company’s Organizational Documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAncillary Document, the Mergers or Mergers, any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Company or any class of shareholders of the Company or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company the Shareholder’s vote, consent or other approval is sought, such Company the Shareholder shall shall: (i) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) proxy or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present quorum; and (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wA) other than in connection with the Transactions, any business combination agreement, merger agreement agreement, merger or merger share exchange (other than the Merger Business Combination Agreement and the MergersTransactions), scheme of arrangement, business combination, consolidation, combination, sale of substantial all or substantially all of the assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the Company, Company or any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company Subsidiaries or any successor entity of the Company or such material Subsidiaries, Subsidiary (x) any Alternative Transaction Proposal, (y) other than any such transaction permitted under the Business Combination Agreement, including any Transaction Financing), (B) any transaction with respect to the direct or indirect sale of the Company, or its equity interests, business or material assets (a “Company Competing Transaction”) that would reasonably be expected to prohibit or impair the Transactions, and (C) any amendment to Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of Organizational Documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any Subsidiaries, which amendment or other proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, transaction would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a material breach by the Company of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsAdditional Agreement or the Transactions, the Mergers or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Purchaser or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company Purchaser or in any other circumstances upon which such Company ShareholderFounder Holder’s vote, consent or other approval is sought, such Company Shareholder Founder Holder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Business Combination Agreement and the MergersMerger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Purchaser or any public offering of any equity securities shares of the Company, any of its material SubsidiariesPurchaser, or, in case of a public offering only, a newly-formed holding company of the Company Purchaser or such material Subsidiaries, other than in connection with the Merger, (xii) any Alternative Transaction Proposalalternative transaction relating to Purchaser, and (yiii) other than any amendment to Purchaser’s Organizational Documents expressly permitted under the terms of the Company in furtherance of Section 2.01 of the Merger Business Combination Agreement, any amendment of Purchaser’s Organizational Documents of the Company or other proposal or transaction involving the Company Purchaser or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company Purchaser of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsAncillary Document, the Mergers or Merger, any other Transaction or change in any manner the voting rights of any class of the CompanyPurchaser’s share capital; provided, however, that nothing contained herein shall be construed as prohibiting a Founder Holder’s vote in favor of any transaction financing contemplated by the Business Combination Agreement.

Against Other Transactions. At any meeting of shareholders of the Company, Company Shareholders or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company Shareholders or in any other circumstances upon which such Company the Shareholder’s vote, consent or other approval is sought, such Company the Shareholder shall (i) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present quorum, and (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wA) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers)merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company Equity Securities of the Company or such material Subsidiaries(other than the Business Combination Agreement, the First Merger and the Transactions), (xB) other than in connection with the Transactions, any Alternative Transaction Company Acquisition Proposal, (yC) other than any amendment to Organizational Documents of allowing the Company in furtherance of Section 2.01 of the Merger Agreementto execute or enter into, any amendment of Organizational Documents of agreement related to a Company Acquisition Proposal, and (D) entering into any agreement, or agreement in principle requiring the Company to impede, abandon, terminate or other proposal fail to consummate the transactions contemplated by the Business Combination Agreement or transaction involving the Company or any of breach its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consentobligations thereunder, which, in each of cases (wB) and (yD) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsDocument, the Mergers or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Company or any class of shareholders of the Company or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company the Shareholder’s vote, consent or other approval is sought, such Company the Shareholder shall shall: (i) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) proxy or otherwise cause the Subject his Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present quorum; and (ii) vote (or cause to be voted) the Subject his Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wA) other than in connection with the Transactions, any business combination agreement, merger agreement agreement, merger or merger share exchange (other than the Merger Agreement and the Mergerstransactions contemplated thereby), scheme of arrangement, business combination, consolidation, combination, sale of substantial all or substantially all of the assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the Company, Company or any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company Subsidiaries or any successor entity of the Company or such material Subsidiaries, Subsidiary (x) any Alternative Transaction Proposal, (y) other than any amendment such transaction permitted under the Merger Agreement), (B) any transaction with respect to Organizational Documents the direct or indirect sale of the Company, or its equity interests, business or material assets (a “Company in furtherance of Section 2.01 of Competing Transaction”) that would reasonably be expected to prohibit or impair the Merger or any transactions contemplated under the Merger Agreement, and (C) any amendment of Organizational Documents to the organizational documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any Subsidiaries, which amendment or other proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, transaction would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a material breach by the Company of, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreementsand the transactions contemplated thereby , the Mergers or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Acquiror or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company Acquiror or in any other circumstances upon which such Company ShareholderFounder Holder’s vote, consent or other approval is sought, such Company Shareholder Founder Holder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the MergersMerger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Acquiror or any public offering of any equity securities shares of the CompanyAcquiror, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company Acquiror or such material Subsidiaries, other than in connection with the Transactions, (xii) any Alternative Transaction ProposalAcquisition Proposal relating to Acquiror, and (yiii) other than any amendment to Organizational Documents of Acquiror expressly permitted under the Company in furtherance of Section 2.01 terms of the Merger Agreement, any amendment of Organizational Documents of the Company Acquiror or other proposal or transaction involving the Company Acquiror or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company Acquiror of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAncillary Agreement, the Mergers Merger, or any other Transaction or change in any manner the voting rights of any class of the CompanyAcquiror’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, SPAC or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company SPAC or in any other circumstances upon which such Company ShareholderFounder Holder’s vote, consent or other approval is sought, such Company Shareholder Founder Holder shall (iA) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) proxy or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present quorum; and (iiB) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger SPAC Acquisition Transaction (other than the Merger Agreement and the MergersMerger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company SPAC or any public offering of any equity securities shares of the CompanySPAC, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company SPAC or such material Subsidiaries, other than in connection with the Transactions, (xii) any Alternative Transaction Proposalrelating to SPAC, and (yiii) other than any amendment to Organizational Documents of SPAC expressly permitted under the Company in furtherance of Section 2.01 terms of the Merger Agreement, any amendment of Organizational Documents of the Company SPAC or other proposal or transaction involving the Company SPAC or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company SPAC of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAdditional Agreement, the Mergers Merger, or any other Transaction or change in any manner the voting rights of any class of the CompanySPAC’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company Shareholder’s vote, consent or other approval is sought, such Company Shareholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by written consent, if applicable) against (w) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material Subsidiaries, (x) any Alternative Transaction Proposal, Proposal and (y) other than any amendment to Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreement, any amendment of Organizational Documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in any written consent made by such shareholders of the Written ConsentCompany, which, in each of cases (w) and (y) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreements, the Mergers or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders of the Company, Company or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which such Company ShareholderCORE Capital’s vote, consent or other approval is sought, such Company Shareholder CORE Capital shall (iA) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) proxy or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present quorum; and (iiB) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger Company Acquisition Transaction (other than the Merger Agreement and the MergersMerger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities shares of the Company, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material Subsidiaries, other than in connection with the Transactions, (xii) any Alternative Transaction Proposalrelating to the Company, and (yiii) other than any amendment to Organizational Documents of the Company in furtherance of Section 2.01 expressly permitted under the terms of the Merger Agreement, any amendment of Organizational Documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAdditional Agreement, the Mergers Merger, or any other Transaction or change in any manner the voting rights of any class of the Company’s share capital.

Against Other Transactions. At any meeting of shareholders stockholders of the Company, Acquiror or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company Acquiror or in any other circumstances upon which such Company ShareholderFounder Holder’s vote, consent or other approval is sought, such Company Shareholder Founder Holder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the MergersMerger), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Acquiror or any public offering of any equity securities shares of the CompanyAcquiror, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company Acquiror or such material Subsidiaries, other than in connection with the Transactions, (xii) any Alternative Transaction ProposalAcquisition Proposal relating to Acquiror, and (yiii) other than any amendment to Organizational Documents of Acquiror expressly permitted under the Company in furtherance of Section 2.01 terms of the Merger Agreement, any amendment of Organizational Documents of the Company Acquiror or other proposal or transaction involving the Company Acquiror or any of its Subsidiaries and (z) any proposal or effort to revoke (in whole or in part) any approval set forth in the Written ConsentSubsidiaries, which, in each of cases (wi) and (yiii) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company Acquiror of, prevent or nullify any provision of the Merger Agreement or any other Transaction AgreementsAncillary Agreement, the Mergers Merger, or any other Transaction or change in any manner the voting rights of any class of the CompanyAcquiror’s share capital.

Against Other Transactions. At any general meeting of shareholders of the CompanyPurchaser, or at any adjournment thereof, or in connection with any shareholder written consent resolution of the shareholders of the Company Purchaser or in any other circumstances upon which such Company Purchaser Shareholder’s vote, consent consent, resolution or other approval is sought, such Company Purchaser Shareholder shall (i) attend any such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for the purposes of determining whether a quorum is present and (ii) vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consentconsent or written resolution, if applicable) against (wi) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Business Combination Agreement and the MergersTransactions), scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Purchaser or any public offering of any equity securities shares of the CompanyPurchaser, any of its material Subsidiaries, or, in case of a public offering only, or a newly-formed holding company of the Company Purchaser or such material Subsidiaries, other than in connection with the Transactions in accordance with the terms of the Business Combination Agreement, (xii) any Alternative Transaction Proposalinquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to a Business Combination for Purchaser other than the Transactions, (yiii) any change in the business, management or board of directors of Purchaser (other than in connection with the Transactions and the Purchaser Shareholder Proposals), (iv) other than any amendment to the Organizational Documents of Purchaser contemplated in the Company in furtherance of Section 2.01 of the Merger Business Combination Agreement, any amendment of the Organizational Documents of the Company Purchaser or other proposal or transaction involving the Company Purchaser or any of its Subsidiaries and Subsidiaries, or (zv) any other action, proposal or effort to revoke (in whole or in part) any approval set forth in the Written Consent, which, in each of cases (w) and (y) of this sentence, agreement that would be reasonably likely to in any material respect (A) prevent, impede, interfere with, delay delay, postpone or attempt to discourage, adversely affect, frustrate the purposes of, result in a breach by the Company Purchaser of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsAncillary Agreement, the Mergers or any other Transaction or change in any manner the voting rights of any class of the CompanyPurchaser’s share capital, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Purchaser under the Business Combination Agreement or any Ancillary Agreement, (C) result in any of the conditions set forth in Article VII of the Business Combination Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, any class of capital stock of, Purchaser.

Against Other Transactions. At any meeting of shareholders of the Company, SPAC Shareholders or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company SPAC Shareholders or in any other circumstances upon which such Company ShareholderSPAC Insider’s vote, consent or other approval is sought, such Company Shareholder SPAC Insider shall (i) attend any if a meeting is held, appear at such meeting of shareholders (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat at such meeting for the purposes of determining whether establishing a quorum is present quorum, and (ii) vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent, if applicable) against (wA) other than in connection with the Transactions, any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Mergers)merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial substantially all of its assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company SPAC or any public offering of any equity securities Equity Securities of SPAC (other than the CompanyBusiness Combination Agreement, the First Merger and the Transactions), (B) other than in connection with the Transactions, any of its material Subsidiaries, or, in case of a public offering only, a newly-formed holding company of the Company or such material Subsidiaries, (x) any Alternative Transaction SPAC Acquisition Proposal, (yC) other than any amendment allowing SPAC to Organizational Documents of the Company in furtherance of Section 2.01 of the Merger Agreementexecute or enter into, any amendment of Organizational Documents of the Company or other proposal or transaction involving the Company or any of its Subsidiaries agreement related to a SPAC Acquisition Proposal, and (zD) entering into any proposal agreement, or effort agreement in principle requiring SPAC to revoke (in whole impede, abandon, terminate or in part) any approval set forth in fail to consummate the Written Consenttransactions contemplated by the Business Combination Agreement or breach its obligations thereunder, which, in each of cases (wB) and (yD) of this sentence, would be reasonably likely to in any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company SPAC of, prevent or nullify any provision of the Merger Business Combination Agreement or any other Transaction AgreementsDocument, the Mergers or any other Transaction or change in any manner the voting rights of any class of the CompanySPAC’s share capital.