Common use of Agreement to Vote Against Other Matters Clause in Contracts

Agreement to Vote Against Other Matters. At any meeting of the Acquiror Shareholders or at any adjournment or postponement thereof, or in connection with any written consent of the Acquiror Shareholders or in any other circumstances upon which Xxxxxxx’s vote, consent or other approval is sought, Sponsor shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against: (a) any business combination agreement, merger agreement or amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror or any public offering of Equity Securities of Acquiror (in each case, other than in connection with the Business Combination Agreement, the other Transaction Documents, the Initial Merger or the other Transactions); (b) any Acquiror Acquisition Proposal; and (c) any amendment to Acquiror’s Governing Documents or Contracts, or other proposal or transaction involving Acquiror, which amendment or other proposal or transaction would be reasonably likely to, in any such case materially impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Acquiror of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Document, the Initial Merger or the Acquisition Merger or change in any manner the voting rights of any class of Acquiror’s share capital.

Agreement to Vote Against Other Matters. At any meeting of shareholders of the Acquiror Shareholders Company or at any adjournment or postponement thereof, or in connection with any written consent of the Acquiror Shareholders shareholders of the Company or in any other circumstances upon which Xxxxxxxsuch Shareholder’s vote, consent or other approval is sought, Sponsor such Shareholder shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against: (a) any business combination agreement, merger agreement or amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror the Company or any public offering of Equity Securities of Acquiror the Company (in each case, other than in connection with the Business Combination Agreement, the other Transaction Documents, the Initial Acquisition Merger or the other Transactions); (b) any Acquiror Acquisition Alternative Proposal; and (c) any amendment to Acquirorthe Company’s Governing Documents or Contracts, including the Company Shareholders Agreement, or other proposal or transaction involving Acquirorthe Company, which amendment or other proposal or transaction would be reasonably likely to, in any such case materially impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Acquiror the Company or PubCo of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Document, the Initial Merger or the Acquisition Merger or change in any manner the voting rights of any class of Acquirorthe Company’s share capital.

Agreement to Vote Against Other Matters. At any meeting of the shareholders of Acquiror Shareholders or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of Acquiror Shareholders or in any other circumstances upon which XxxxxxxSxxxxxx’s vote, consent or other approval is sought, Sponsor shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against: (a) any business combination agreement, merger agreement or amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror or any public offering of Equity Securities of Acquiror (in each case, other than in connection with the Business Combination Agreement, the other Transaction Documents, the Initial Merger or and the other Transactions); (b) any Acquiror Acquisition ProposalProposal (other than in connection with the Business Combination Agreement and the other Transactions); and (c) any amendment to of Acquiror’s Governing Documents or Contracts, or other proposal or transaction involving Acquiror, which amendment or other proposal or transaction would be reasonably likely to, in any such case materially impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company or Acquiror of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Document, the Initial Merger Document or the Acquisition Merger Share Exchange or change in any manner the voting rights of any class of Acquiror’s share capital.

Agreement to Vote Against Other Matters. At any meeting of the Acquiror SPAC Shareholders or at any adjournment or postponement thereof, or in connection with any written consent of the Acquiror SPAC Shareholders or in any other circumstances upon which Xxxxxxxthe Sponsor’s vote, consent or other approval is sought, the Sponsor shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against: (a) any business combination agreementagreement and plan of merger, merger agreement or amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror the SPAC or any public offering of Equity Securities any shares of Acquiror SPAC or, in case of a public offering only, a newly-formed holding company of SPAC (in each case, other than in connection with the Business Combination AgreementAgreement and Plan of Merger, the other Transaction Documents, the Initial Merger or and the other Transactions); (b) any Acquiror SPAC Acquisition ProposalProposal (other than in connection with the Agreement and Plan of Merger, the Merger and the other Transactions); and (c) any amendment to Acquirorof the SPAC’s Governing Documents or Contracts, or other proposal or transaction involving Acquirorthe SPAC, which amendment or other proposal or transaction would be reasonably likely toprevent, impede or, in any such case materially impedematerial respect, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Acquiror SPAC of, prevent or nullify any provision of the Business Combination Agreement and Plan of Merger or any other Transaction Document, the Initial Merger or the Acquisition Merger other Transactions or change in any manner the voting rights of any class of Acquirorthe SPAC’s share capitalcapital (other than in connection with an extension to provide the SPAC with additional time to complete the Merger).

Agreement to Vote Against Other Matters. At any meeting of the shareholders of Acquiror Shareholders or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of Acquiror Shareholders or in any other circumstances upon which XxxxxxxSponsor’s vote, consent or other approval is sought, Sponsor shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against: (a) any business combination agreement, merger agreement or amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror or any public offering of Equity Securities of Acquiror (in each case, other than in connection with the Business Combination Agreement, the other Transaction Documents, the Initial Merger or and the other Transactions); (b) any Acquiror Acquisition ProposalProposal (other than in connection with the Business Combination Agreement, the Merger and the other Transactions); and (c) any amendment to of Acquiror’s Governing Documents or Contracts, or other proposal or transaction involving Acquiror, which amendment or other proposal or transaction would be reasonably likely to, in any such case materially impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Acquiror the Company or PubCo of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Document, the Initial Merger or the Acquisition Merger Amalgamation or change in any manner the voting rights of any class of Acquiror’s share capital.

Agreement to Vote Against Other Matters. At any meeting of the shareholders of Acquiror Shareholders or at any adjournment or postponement thereofpostponement, or in connection with any written consent of the shareholders of Acquiror Shareholders or in any other circumstances upon which XxxxxxxSxxxxxx’s vote, consent or other approval is sought, Sponsor shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against: (a) any business combination agreement, merger agreement or amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror or any public offering of Equity Securities of Acquiror (in each case, other than in connection with the Business Combination Agreement, the other Transaction Documents, the Initial Merger or and the other Transactions); (b) any Acquiror Acquisition ProposalProposal (other than in connection with the Business Combination Agreement and the other Transactions); and (c) any amendment to of Acquiror’s Governing Documents or Contracts, or other proposal or transaction involving Acquiror, which amendment or other proposal or transaction would be reasonably likely to, in any such case materially impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the Company or Acquiror of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Document, the Initial Merger Document or the Acquisition Merger Share Exchange or change in any manner the voting rights of any class of Acquiror’s share capital.

Agreement to Vote Against Other Matters. At any meeting of the Acquiror Shareholders shareholders of Perception or at any adjournment or postponement thereofpostponement, or in connection with any written consent of the Acquiror Shareholders shareholders of Perception or in any other circumstances upon which XxxxxxxSponsor’s vote, consent or other approval is sought, Sponsor shall vote (or cause to be voted) the Subject Shares (including by withholding class vote and/or written consent, if applicable) against: (a) any business combination agreement, merger agreement or amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror Perception or any public offering of Equity Securities of Acquiror Perception (in each case, other than in connection with the Business Combination Agreement, the other Transaction Documents, the Initial Merger or and the other Transactions); (b) any Acquiror Perception Acquisition ProposalProposal (other than in connection with the Business Combination Agreement and the other Transactions); and (c) any amendment to Acquirorof Perception’s Governing Documents governing documents or Contractscontracts, or other proposal or transaction involving AcquirorPerception, which amendment or other proposal or transaction would be reasonably likely to, in any such case materially impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by Acquiror BGHL or Perception of, prevent or nullify any provision of the Business Combination Agreement or any other Transaction Document, the Initial Merger or the Acquisition Merger Ancillary Document or change in any manner the voting rights of any class of AcquirorPerception’s share capital.