Common use of Binding Effect of Merger Agreement Clause in Contracts

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 5 contracts

Samples: Sponsor Support Agreement (ACE Convergence Acquisition Corp.), Sponsor Support Agreement (BowX Acquisition Corp.), Sponsor Support Agreement (NextGen Acquisition Corp)

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Binding Effect of Merger Agreement. Each The Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each The Sponsor shall be bound by and comply with Sections 7.4 9.04 (No Solicitation by Acquiror‘Exclusivity’) and 11.12 9.06(b) (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such the Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 4 contracts

Samples: Merger Agreement (LMF Acquisition Opportunities Inc), Merger Agreement (LMF Acquisition Opportunities Inc), Sponsor Support Agreement (LMF Acquisition Opportunities Inc)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 12.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sectionssections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 3 contracts

Samples: Sponsor Support Agreement (Embark Technology, Inc.), Sponsor Support Agreement (Northern Genesis Acquisition Corp. II), Sponsor Support Agreement (Northern Genesis Acquisition Corp. II)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by AcquirorOmniLit) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) to the same extent as such provisions apply to OmniLit as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 3 contracts

Samples: Sponsor Support Agreement (OmniLit Acquisition Corp.), Sponsor Support Agreement (OmniLit Acquisition Corp.), Sponsor Support Agreement (OmniLit Acquisition Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 Section 6.03 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 2 contracts

Samples: Merger Agreement (D8 Holdings Corp.), Sponsor Support Agreement (D8 Holdings Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) to the same extent as such provisions apply to Acquiror as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 2 contracts

Samples: Sponsor Support Agreement (Khosla Ventures Acquisition Co. II), Sponsor Support Agreement (Khosla Ventures Acquisition Co.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 9.04(b) (No Solicitation by AcquirorExclusivity) and 11.12 9.06 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sectionssections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisionsprovisions and each reference to Acquiror in such provision referred to such Sponsor.

Appears in 2 contracts

Samples: Sponsor Support Agreement (Supernova Partners Acquisition Co II, Ltd.), Sponsor Support Agreement (Supernova Partners Acquisition Co II, Ltd.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Support Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall agrees not to, directly or indirectly, take any action, or authorize or knowingly permit any of its Affiliates or representatives to take any action on its behalf, that would be bound by and comply with a breach of Sections 7.4 7.3 (No Solicitation by AcquirorAlternative Transactions) and 11.12 or 10.5 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisionsaction were taken by Parent.

Appears in 2 contracts

Samples: Sponsor Support Agreement (Denali Capital Acquisition Corp.), Sponsor Support Agreement (Scilex Holding Co)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that he, she or it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with his, her or its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 5.15 (No Solicitation by AcquirorExclusivity) and 11.12 5.16 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 2 contracts

Samples: Merger Agreement (Forum Merger III Corp), Sponsor Support Agreement (Forum Merger III Corp)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 12.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 2 contracts

Samples: Sponsor Support Agreement (Social Capital Hedosophia Holdings Corp. III), Sponsor Support Agreement (Social Capital Hedosophia Holdings Corp. II)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 2 contracts

Samples: Sponsor Support Agreement (Reinvent Technology Partners Z), Sponsor Support Agreement (Reinvent Technology Partners)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall agrees not to, directly or indirectly, take any action, or authorize or knowingly permit any of its Affiliates or representatives to take any action on its behalf, that would be bound by and comply with a breach of Sections 7.4 7.3 (No Solicitation by AcquirorAlternative Transactions) and 11.12 or 10.5 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisionsaction were taken by Parent.

Appears in 2 contracts

Samples: Sponsor Support Agreement (Vickers Vantage Corp. I), Sponsor Support Agreement (Sorrento Therapeutics, Inc.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 8.03 (No Solicitation by AcquirorExclusivity) and 11.12 8.05 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 2 contracts

Samples: Sponsor Agreement (Forest Road Acquisition Corp. II), Sponsor Agreement (Forest Road Acquisition Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Support Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by by, subject to and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 2 contracts

Samples: Sponsor Support Agreement (KINS Technology Group, Inc.), Sponsor Support Agreement (Inpixon)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 9.03(b) (No Solicitation by AcquirorExclusivity) and 11.12 9.05 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sectionssections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Support Agreement (Hudson Executive Investment Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Support Agreement (Colonnade Acquisition Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax tax, legal and legal advisorsother advisors with respect thereto and hereto. Each Sponsor shall be bound by and comply with Sections 7.4 Section 9.05 (No Solicitation by Acquiror) and 11.12 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sectionssections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Support Agreement (Supernova Partners Acquisition Company, Inc.)

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Binding Effect of Merger Agreement. Each The Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each The Sponsor shall hereby agrees to be bound by and comply with Sections 7.4 6.3 (Confidentiality), 7.3 (No Solicitation by Acquiror) ), and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such SectionsSections of the Merger Agreement) as if such the Sponsor was an original signatory to the Merger Agreement with respect to such provisionsprovisions to the same extent as such provisions apply to Acquiror.

Appears in 1 contract

Samples: Sponsor Support Agreement (RMG Acquisition Corp. III)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if (a) such Sponsor was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Acquiror” contained in Section 7.4 of the Merger Agreement also referred to each such Sponsor.

Appears in 1 contract

Samples: Sponsor Support Agreement (Growth for Good Acquisition Corp)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was were an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Letter Agreement (Broadscale Acquisition Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax tax, legal and legal advisorsother advisors with respect thereto and hereto. Each Sponsor shall be bound by and comply with Sections 7.4 Section 10.05 (No Solicitation by Acquiror) and 11.12 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sectionssection) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Support Agreement (Quantum FinTech Acquisition Corp)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 8.4 (No Solicitation by Acquiror) and 11.12 12.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Support Agreement (Aspirational Consumer Lifestyle Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 8.03 (No Solicitation by AcquirorExclusivity) and 11.12 8.05 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Agreement (Seven Oaks Acquisition Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) in the same manner as the Acquiror is so bound and as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Support Agreement (CITIC Capital Acquisition Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall hereby agrees to be bound by and comply with Sections 6.3 (Confidentiality), 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisionsprovisions to the same extent as such provisions apply to Acquiror.

Appears in 1 contract

Samples: Sponsor Support Agreement (Perception Capital Corp. II)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each During the term of this Sponsor Agreement, each Sponsor shall be bound by and comply with Sections 7.4 Section 6.04(b)-(d) (No Solicitation by AcquirorSolicitation) (with respect to any provisions thereof applicable to Agents of Foresight) and 11.12 Section 6.08 (PublicityPublic Announcements) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Support Agreement (Foresight Acquisition Corp.)

Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 8.03(b) (No Solicitation by AcquirorExclusivity) and 11.12 8.05 (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Appears in 1 contract

Samples: Sponsor Agreement (Astrea Acquisition Corp.)

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