Common use of Company Stockholder Consent and Related Matters Clause in Contracts

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (i) as promptly as reasonably practicable (and in any event within five Business Days) following the time at which the Registration Statement becomes effective under the Securities Act (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 point during such period), the Stockholder, in its, his or her capacity as a stockholder of the Company, shall duly execute and deliver to the Company and Acquiror the Company Stockholder Approvals under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 7.03(e) of the Merger Agreement (the “Approval”), including the Merger and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing, prior to the Closing, to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror and the Company, for any matters, actions or proposals to be approved by the Stockholder in connection with, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement, the Stockholder shall vote (or cause to be voted) the Subject Company Stock against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in any of the conditions to the Closing set forth in Sections 8.01 or 8.02 of the Merger Agreement not being satisfied; provided, that in the case of either (i) or (ii), the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (x) to decrease the consideration payable under the Merger Agreement or (y) to change the form of merger consideration in a manner adverse to such Stockholder.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (i) as As promptly as reasonably practicable (and in any event within five two (2) Business Days) following the time at which the Registration Statement becomes / Proxy Statement is declared effective under the Securities Act (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 point during such period)Act, the Stockholder, in its, his or her capacity as a stockholder of the Company, Stockholder shall duly execute and deliver to the Company and Acquiror RACA the Company Stockholder Approvals Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 7.03(e5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Merger Agreement Business Combination Agreement. As promptly as reasonably practicable (the “Approval”), including the Merger and in any other transactions contemplated by the Merger Agreement to occur at or immediately event prior to the Closing earlier of (collectivelyx) the time at which the Company delivers the Allocation Schedule to RACA pursuant to the Business Combination Agreement or (y) the time at which the Company is required to deliver to the Allocation Schedule to RACA pursuant to the Business Combination Agreement), the “Transactions”Stockholder shall (i) duly execute and deliver to the Company and RACA a written consent, in accordance with the DGCL, the Company's Governing Documents and the Company Stockholders Agreement, under which it irrevocably and unconditionally consents to the matters, actions and proposals contemplated by Section 5.14(d)(i) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement or (ii) without execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to amend or otherwise modify the Governing Documents of the Company, the Company Stockholders Agreement and each other applicable Contract in the manner required by Section 5.14(d)(ii) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement. Without limiting the generality of the foregoingforegoing in this Section 1(a), prior to the Closing, to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror and the Company, for any matters, actions or proposals to be approved by the Stockholder in connection with, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement, the Stockholder shall vote (or cause to be voted) the Subject Company Stock Shares against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company's covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 8.01 6.1 or 8.02 6.2 of the Merger Business Combination Agreement not being satisfied; provided, that in the case of either (i) or (ii), the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (x) to decrease the consideration payable under the Merger Agreement or (y) to change the form of merger consideration in a manner adverse to such Stockholder.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (i) as promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which (x) the Registration Statement becomes effective under the Securities Act and (subject to y) African Agriculture solicits 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 point during such period)Company Stockholder Approvals, the Stockholder, in its, his or her capacity as a stockholder of the Company, Stockholder shall duly execute and deliver to the Company and Acquiror the African Agriculture such Company Stockholder Approvals under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 7.03(e8.02(f) of the Merger Agreement (the “Approval”), including the Merger and and, to the extent required by Law, any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing (collectively, the “Transactions”) and (ii) without limiting the generality of the foregoing, prior to the Closing, to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror and the Company, for any matters, actions or proposals to be approved by the Stockholder shall, at any meeting of the Company Stockholders (and at any adjournment or postponement thereof), however called, and in connection withany actions by written consent of the Company Stockholders, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement, the Stockholder shall vote (or cause to be voted) the Subject Company Stock against and withhold consent with respect to (Ax) any Company Acquisition Proposal or (By) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of African Agriculture’s covenants, agreements or obligations under the Merger Agreement or (B) any of the conditions to the Closing set forth in Sections 8.01 9.01, 9.02 or 8.02 9.03 of the Merger Agreement not being satisfied; provided, provided that in the case of or either (i) or (ii), the Merger Agreement shall not have been amended or modified without such the Stockholder’s consent (x1) to decrease the consideration payable under the Merger Agreement Agreement, or (y2) to change the form of merger consideration in a manner adverse to such the Stockholder.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (i) as As promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act (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 point during such period)Act, the Stockholder, in its, his or her capacity as a stockholder each of the Company, Stockholders shall (a) duly execute and deliver to the Company Company, True Velocity and Acquiror Parent the Company Stockholder Approvals under Written Consent, which Written Consent shall constitute the Requisite Approval, pursuant to which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 7.03(e(i) of adopt the Merger Agreement (and approve the “Approval”), including the Company Merger and any the other transactions contemplated by Transactions to which the Merger Agreement Company is a party, (ii) approve, in accordance with the terms and subject to occur at or the conditions of the Company Organizational Documents, the Company Preferred Conversion to take effect immediately prior to the Closing (collectively, the “Transactions”) and (iiiii) without limiting the generality of the foregoing, prior waive any appraisal or similar rights they may have pursuant to the Closing, TBOC with respect to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror Company Merger and the Companyother Transactions, for any matters, actions or proposals to be approved by the Stockholder in connection with, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement, the Stockholder shall and (b) vote (or cause to be voted) all of such Stockholder’s Shares (together with any shares of the Company that such Stockholder acquires record or beneficial ownership of or the power to vote after the date hereof, collectively, the “Subject Company Stock against Stock”) against, and withhold consent with respect to (A) any Company Acquisition Proposal or (B) to, any other matter, action action, agreement, transaction or proposal that would reasonably be expected to result in (i) a breach of any of the Company’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (ii) any of the conditions to the Closing set forth in Sections 8.01 or 8.02 of the Merger Agreement not being satisfied; provided, that in the case of either clauses (ia) or and (iib), the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (xA) to decrease the consideration Aggregate Company Merger Consideration payable under the Merger Agreement or (yB) to change the form of merger consideration the Aggregate Company Merger Consideration, in each case in a manner adverse to such Stockholder. Each of the Stockholders acknowledges receipt and review of a copy of the Merger Agreement.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (i) as As promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement becomes effective under the Securities Act (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 point during such period)Act, the Stockholder, in its, his or her capacity as a stockholder each of the Company, Stockholders shall (a) duly execute and deliver to the Company and Acquiror Parent the Company Stockholder Approvals under Written Consent, which Written Consent shall constitute the Requisite Approval, pursuant to which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 7.03(e(i) of adopt the Merger Agreement (the “Approval”), including and approve the Merger and any the other transactions contemplated by Transactions to which the Merger Agreement Company is a party, (ii) approve, in accordance with the terms and subject to occur at or the conditions of the Company Organizational Documents, the Company Preferred Conversion to take effect immediately prior to the Closing (collectively, the “Transactions”) and (iiiii) without limiting the generality of the foregoing, prior waive any appraisal or similar rights they may have pursuant to the Closing, TBOC with respect to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror Merger and the Companyother Transactions, for any matters, actions or proposals to be approved by the Stockholder in connection with, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement, the Stockholder shall and (b) vote (or cause to be voted) all of such Stockholder’s Shares (together with any shares of the Company that such Stockholder acquires record or beneficial ownership of or the power to vote after the date hereof, collectively, the “Subject Company Stock against Stock”) against, and withhold consent with respect to (A) any Company Acquisition Proposal or (B) to, any other matter, action action, agreement, transaction or proposal that would reasonably be expected to result in (i) a breach of any of the Company’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (ii) any of the conditions to the Closing set forth in Sections 8.01 or 8.02 of the Merger Agreement not being satisfied; provided, that in the case of either clauses (ia) or and (iib), the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (xA) to decrease the consideration Aggregate Merger Consideration payable under the Merger Agreement or (yB) to change the form of merger consideration the Aggregate Merger Consideration, in each case in a manner adverse to such Stockholder. Each of the Stockholders acknowledges receipt and review of a copy of the Merger Agreement.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (i) as As promptly as reasonably practicable (and in any event within five two (2) Business Days) following the time at which the Registration Statement becomes / Proxy Statement is declared effective under the Securities Act (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 point during such period)Act, the Stockholder, in its, his or her capacity as a stockholder of the Company, Stockholder shall duly execute and deliver to the Company and Acquiror Capstar the Company Stockholder Approvals Written Consent under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 7.03(e5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Merger Agreement Business Combination Agreement. As promptly as reasonably practicable (the “Approval”), including the Merger and in any other transactions contemplated by the Merger Agreement to occur at or immediately event prior to the Closing earlier of (collectivelyx) the time at which the Company delivers the Allocation Schedule to Capstar pursuant to the Business Combination Agreement or (y) the time at which the Company is required to deliver to the Allocation Schedule to Capstar pursuant to the Business Combination Agreement), the “Transactions”Stockholder shall (i) duly execute and deliver to the Company and Capstar a written consent, in accordance with the DGCL, the Company’s Governing Documents and the Company Stockholders Agreement, under which it irrevocably and unconditionally consents to the matters, actions and proposals contemplated by Section 5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement or (ii) without execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to amend or otherwise modify the Governing Documents of the Company, the Company Stockholders Agreement and each other applicable Contract in the manner required by Section 5.14(b) (Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements) of the Business Combination Agreement. Without limiting the generality of the foregoingforegoing in this Section 1(a), prior to the Closing, to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror and the Company, for any matters, actions or proposals to be approved by the Stockholder in connection with, or otherwise in furtherance of, the transactions contemplated by the Merger Agreement, the Stockholder shall vote (or cause to be voted) the Subject Company Stock Shares against and withhold consent with respect to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 8.01 6.1 or 8.02 6.2 of the Merger Business Combination Agreement not being satisfied; provided. 1 As contemplated by the Business Combination Agreement, that in each Company Stockholder set forth on Schedule I to the case of either (i) or (ii), the Merger Business Combination Agreement shall not have been amended or modified without such Stockholder’s consent (x) to decrease the consideration payable under the Merger Agreement or (y) to change the form of merger consideration in will enter into a manner adverse to such Stockholderseparate Transaction Support Agreement.

Company Stockholder Consent and Related Matters. (a) Subject to the earlier termination of this Agreement in accordance with its terms, (i) as promptly As soon as reasonably practicable (and in any event within five Business Days) following the time at which after the Registration Statement/Proxy Statement becomes is declared effective under the Securities Act (subject and delivered or otherwise made available to the Company Stockholders (and, in any event, before 11:59 pm Central on the second (2nd) full Business Day after the SPAC provides the Company with written notice that the Registration Statement/Proxy Statement not being subject to a stop order issued by has been declared effective under the SEC or proceeding by the SEC seeking a stop order at any point during such periodSecurities Act), each Security Holder (to the extent such Security Holder is then a Company Stockholder, in its, his or her capacity as a stockholder of the Company, ) shall duly execute and deliver to the Company and Acquiror the Company Stockholder Approvals under which it shall irrevocably and unconditionally consent Written Consent so that the Company may timely deliver the same to the matters, actions and proposals contemplated by SPAC pursuant to Section 7.03(e6.20 (Company Written Consent) of the Merger Agreement (the “Approval”), including the Merger and any other transactions contemplated by the Merger Agreement to occur at or immediately prior to the Closing (collectively, the “Transactions”) and (ii) without Business Combination Agreement. Without limiting the generality of the foregoing, prior to the Closing, (i) to the extent that it is necessary or advisable, in each case, as reasonably determined by Acquiror the SPAC or the Company and the Companycertified in writing thereby to each Security Holder, for any matters, actions or proposals to be approved by the Stockholder each Security Holder in connection with, or otherwise in furtherance of, the transactions contemplated by the Merger AgreementBusiness Combination Agreement and/or the Ancillary Agreements, the Stockholder each Security Holder shall vote (or cause to be voted) the such Security Holder’s Subject Company Stock Securities in favor of and/or consent to any such matters, actions or proposals promptly, and (ii) each Security Holder shall vote (or cause to be voted) such Security Holder’s Subject Company Securities against and withhold consent (to the extent such Security Holder’s vote or consent is requested) with respect to (A) any Company Acquisition Proposal Competing Transaction or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Sections 8.01 9.1 or 8.02 9.2 of the Merger Business Combination Agreement not being satisfied; provided, that in each case, as reasonably requested in writing by the case of either (i) SPAC or (ii), the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (x) to decrease the consideration payable under the Merger Agreement or (y) to change the form of merger consideration in a manner adverse to such StockholderCompany.