Common use of Agreement to Consent and Approve Clause in Contracts

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers.

Agreement to Consent and Approve. 3.1 Following 2.1. The SoftBank Stockholder agrees that, from the date hereofhereof until the Expiration Time, Parent intends to file with the SEC promptly (and in any event within two business days) following receipt by it of a registration statement on Form S-4 in connection with the issuance of the shares of Parent T-Mobile Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeTransactions, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, in which a joint consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders of Sprint and T-Mobile in connection with respect to the Required Sprint Stockholder Approval and the T-Mobile Stockholder Approval, respectively, is included as a prospectus/consent solicitation in the Form S-4 prospectus (the “Company StatementForm S-4”), such which Form S-4 has been declared effective under the Securities Act by the SEC, the SoftBank Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes adoption of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder ApprovalBusiness Combination Agreement, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate with respect to all of its Shares entitled to consent thereto. Any such written consent. Such written consent shall be coupled given in accordance with an interest and, prior such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Expiration Time, shall be irrevocableresults of such consent. Hereafter until the Expiration Time, no The SoftBank Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way restrict, limit or interfere with the performance by the SoftBank Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required adoption of the Business Combination Agreement. The SoftBank Stockholder Approval agrees that, from the date hereof until the Expiration Time, it shall vote or cause to be voted (including by written consent) all of its Shares against (a) any Sprint Alternative Transaction and (b) any other action, agreement or transaction involving Sprint that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergersMerger or the other transactions contemplated by the Business Combination Agreement. Any attempt by the SoftBank Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), its Shares in contravention of this Section 2 shall be null and void ab initio.

Agreement to Consent and Approve. 3.1 Following The DT Stockholder agrees that, from the date hereofhereof until the Expiration Time, Parent intends to file with the SEC promptly (and in any event within two business days) following receipt by it of a registration statement on Form S-4 in connection with the issuance of the shares of Parent T-Mobile Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeTransactions, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, in which a joint consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders of Sprint and T-Mobile in connection with respect to the Required Sprint Stockholder Approval and the T-Mobile Stockholder Approval, respectively, is included as a prospectus/consent solicitation in the Form S-4 prospectus (the “Company StatementForm S-4”), such which Form S-4 has been declared effective under the Securities Act by the SEC, the DT Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes adoption of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder ApprovalBusiness Combination Agreement, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate with respect to all of its Shares entitled to consent thereto. Any such written consent. Such written consent shall be coupled given in accordance with an interest and, prior such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Expiration Time, shall be irrevocableresults of such consent. Hereafter until the Expiration Time, no The DT Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way restrict, limit or interfere with the performance by the DT Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated hereby, including the receipt approval of each of the Required T-Mobile Share Issuance and the T-Mobile Charter Amendment. The DT Stockholder Approval agrees that, from the date hereof until the Expiration Time, it shall vote or cause to be voted (including by written consent) all of its Shares against (a) any T-Mobile Alternative Transaction and (b) any other action, agreement or transaction involving T-Mobile that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergersMerger or the other transactions contemplated by the Business Combination Agreement. Any attempt by the DT Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), its Shares in contravention of this Section 2 shall be null and void ab initio.

Agreement to Consent and Approve. 3.1 Following 2.1. Each NAI Party agrees that, promptly (and in any event within one Business Day) after the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 pursuant to which the issuance of shares of CBS Common Stock in the Merger will be registered with the SEC (the “Registration Statement”) (in which a joint consent solicitation statement with respect to the solicitation of written consents from the stockholders of CBS and Viacom in connection with the CBS Stockholder Approval and the Viacom Stockholder Approval, respectively, is included) is declared effective by the SEC, unless a CBS Adverse Recommendation Change or Viacom Adverse Recommendation Change has occurred prior to such time and has not been rescinded, the NAI Parties shall execute and deliver, or shall cause to be executed and delivered, (i) a written consent approving the adoption of the Merger Agreement and approving the transactions contemplated thereby, including the Merger, the issuance of the shares of Parent CBS Common Stock in contemplated to be issued thereunder and the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC amendment of CBS’s certificate of incorporation and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approvalbylaws, substantially in the form attached hereto as Exhibit A, with respect to the Necessary CBS Shares (the “CBS Written Consent”), and that it will thereafter not revoke, withdraw or repudiate such written consent. Such (ii) a written consent shall be coupled with an interest andapproving the adoption of the Merger Agreement and approving the transactions contemplated thereby, prior to including the Expiration TimeMerger, shall be irrevocable. Hereafter until substantially in the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorneyform attached hereto as Exhibit B, with respect to the Seahawk Securities that is inconsistent Necessary Viacom Shares (the “Viacom Written Consent”, and together with this Agreement or otherwise take any other action the CBS Written Consent, the “Written Consents”). Each such Written Consent shall be given in accordance with respect such procedures relating thereto, including pursuant to the Seahawk Securities DGCL and each of the CBS Organizational Documents and the Viacom Organizational Documents, as applicable, so as to ensure that would in any way restrict, limit or interfere with it is duly counted for purposes of recording the performance results of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergersconsent.

Agreement to Consent and Approve. 3.1 (a) Following the date hereof, Parent Buyer intends to file with the SEC a registration statement on Form S-4 in connection with or other applicable form (the “Registration Statement”) pursuant to which the offer and issuance of the shares of Parent Buyer Class A Common Stock issuable in the Merger will be registered with the SEC, which will contain (i) a consent solicitation statement in connection with the solicitation by the Company of written consents from the holders of the shares of Company Capital Stock to obtain the Company Stockholder Approval in preliminary form of the type contemplated by Regulation 14A promulgated under the Exchange Act, and (ii) a proxy statement in connection with the solicitation by Buyer of proxies from the holders of the shares of Buyer Common Stock to obtain the shareholder approval of the Buyer Stockholder Matters (the “Form S-4Proxy Statement”)) in preliminary form of the type contemplated by Regulation 14A promulgated under the Exchange Act, in all cases describing the Merger Agreement, the Merger and the other Transactions. Hereafter until the Expiration TimeStockholder irrevocably and unconditionally agrees that, each Stockholder agrees that except as otherwise agreed with ParentXxxxx, promptly on the second Business Day following the Form S-4 being date on which the Registration Statement is declared effective by the SEC and receipt by such Stockholder of the proxy statementSEC, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver to the Secretary of the Company (with a copy to the Buyer) a written consent adopting covering the Stockholder Shares, including New Securities, beneficially owned or owned of record by Stockholder in favor of the approval of the adoption of the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, Transactions. Such written consent shall be substantially in the form attached hereto as Exhibit AA (the “Written Consent”). Following the execution and delivery of the Written Consent, and that it will thereafter Stockholder shall not amend, revoke, withdraw or repudiate such written consentthe Written Consent. Such written consent The Written Consent shall be coupled with an interest and, prior to the Expiration TimeTermination Date or the Extended Termination Date, as applicable, shall be irrevocable. Hereafter From and after the date hereof until the Expiration TimeTermination Date or the Extended Termination Date, no as applicable, Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities Stockholder Shares that is inconsistent with this Company Support Agreement or otherwise take any other action with respect to the Seahawk Securities Stockholder Shares that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers.

Agreement to Consent and Approve. 3.1 Following Each Stockholder agrees that, as promptly as practicable following the date hereofexecution of this Agreement, Parent intends to file with and in any event by no later than one hour after the SEC a registration statement on Form S-4 in connection with the issuance execution and delivery of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeAgreement, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC shall duly execute and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of validly deliver to the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting to adopt the Merger Agreement and approving approve the Mergers for purposes transactions contemplated thereby, including the Merger, in each case, in compliance with the certificate of Delaware Law, incorporation and bylaws of the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AA (the “Written Consent”), with respect to all of its Shares entitled to consent thereto. The Parties hereby agree that the Written Consent shall be irrevocable and that it will thereafter the Stockholders may not revoke, withdraw supersede or repudiate modify the Written Consent in any way. Any such written consent. Such written consent shall be coupled given in accordance with an interest and, prior such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Expiration Time, shall be irrevocableresults of such consent. Hereafter until the Expiration Time, no Each Stockholder irrevocably and unconditionally agrees that such Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of its Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities its Shares that would in any way restrict, limit or interfere with the performance by such Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger. Each Stockholder Approval agrees that, from the date hereof until the Expiration Time, such Stockholder shall appear at each meeting of stockholders of the Company (whether annual or special, however called, and including any adjournment or postponement thereof) or otherwise cause the Shares that such Stockholder is entitled to vote to be counted as present thereat for purposes of establishing a quorum and shall be present (in person or by proxy) and vote or cause to be voted (including by written consent), or deliver (or cause to be delivered) any written consents with respect to, all of its Shares (i) in the event that the Company is required, pursuant to Section 7.12(c) of the Merger Agreement, to duly call, give notice of, convene and hold the Company Stockholders Meeting, in favor of (A) the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated thereby, including the Merger, (B) the approval of any proposal to adjourn or postpone any Company Stockholders Meeting to a later date if the Company or Parent proposes or requests such postponement or adjournment in accordance with Section 7.12(c) of the Merger Agreement and (C) the approval of any other proposal considered and voted upon by the Company Stockholders at any Company Stockholders Meeting necessary for consummation of the transactions contemplated by the Merger Agreement, including the Merger, and against (ii) (A) any Acquisition Proposal or any other proposal made in opposition to the Merger Agreement, (B) any change in a majority of the Company Board of Directors, (C) any amendment to the Company Certificate or Company Bylaws, (D) any material change in the capitalization of the Company or the Company’s corporate structure or any liquidation, dissolution, winding up or reorganization of the Company and (E) any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the MergersMerger or the other transactions contemplated by the Merger Agreement. Each Stockholder shall not consent, in such Stockholder’s capacity as a stockholder of the Company, to matters inconsistent with the voting obligations set forth in this Section 2.1. The obligations of the Stockholders specified in this Section 2.1 shall apply whether or not (1) the Merger or any action described above is recommended by the Company Board of Directors or (2) there has been any Change of Recommendation. Any attempt by a Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), its Shares in contravention of this Section 2.1 shall be null and void ab initio.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 or other applicable form in connection with the issuance matters set forth in Section 7.3(b) of the shares of Parent Common Stock in the Merger Agreement (the “Form S-4Registration Statement”). Hereafter until the Expiration Time, each Stockholder the Written Consent Party agrees that that, except as otherwise agreed in writing with Parent, promptly following within three (3) Business Days of the Form S-4 Registration Statement being declared effective by the SEC and receipt by such Stockholder of SEC, the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder Written Consent Party shall execute and deliver a written consent adopting constituting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Requisite Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AE to the Merger Agreement, approving the Merger Agreement, the First Merger and the other Transactions (the “Stockholder Written Consent”). Following such execution and delivery, the Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder and subject to Section 2 hereof, the Written Consent Party shall not enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way restrict, limit or interfere with the performance of such Stockholderthe Written Consent Party’s obligations hereunder or the transactions contemplated hereby, including the receipt of Stockholder Written Consent constituting the Required Requisite Company Stockholder Approval and the consummation of the MergersTransactions.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Company Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers Merger for purposes of Delaware Law, the Company Charter and as required under certificate of incorporation of the Company Principal Investor Agreement or otherwise to achieve the Required Company Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Company Stockholder Approval and the consummation of the MergersMerger.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Written Consent Party agrees that except as otherwise agreed with Parentthat, promptly following within five Business Days of the Form S-4 Registration Statement being declared effective by the SEC (subject to the Registration Statement not being subject to a stop order issued by the SEC or proceeding by the SEC seeking a stop order at any time during such period) and receipt by except as otherwise agreed in writing with DCRC, such Stockholder Written Consent Party, in its, his or her capacity as a stockholder of the proxy statementCompany, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AF to the Business Combination Agreement, with such modifications as may be agreed by the Company and DCRC that are not materially adverse to such Written Consent Party (the “Stockholder Written Consent”), which consent shall, among other things, approve (i) the Business Combination Agreement, the Merger and the other Transactions and (ii) the termination of certain agreements set forth in a schedule to the Stockholder Written Consent. Following such execution and delivery, each Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Written Consent Party shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderWritten Consent Party’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers.

Agreement to Consent and Approve. 3.1 Following Hereafter until the date hereofExpiration Time, Parent intends the Stockholder agrees to file with (a) promptly following receipt by the SEC Stockholder of a registration statement on Form S-4 in connection with the issuance of the shares of Parent Holdco Common Stock in the East Merger (and the “Form S-4”). Hereafter until the Expiration TimeEast/Toucan Merger, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, in which a consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Company Stockholder Approval is included as a prospectus/consent solicitation in the Form S-4 prospectus (the “Company StatementForm S-4”), such Stockholder shall which Form S-4 has been declared effective under the Securities Act by the SEC, duly execute and deliver a written consent in accordance with Section 228 of the DGCL adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder ApprovalAgreement, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such Any such written consent shall be coupled given in accordance with an interest and, prior such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Expiration Time, shall be irrevocableresults of such consent. Hereafter until the Expiration Time, no The Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities Company Common Stock or New Common Stock that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Company Common Stock or New Common Stock that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required Stockholder Approval Mergers and the consummation of the Mergers.