Common use of Consent to Merger Clause in Contracts

Consent to Merger. (a) The Insider (in its capacity as a stockholder of Acquiror and on behalf of itself) hereby agrees to vote (or cause to be voted) at any meeting of the shareholders of Acquiror or adjournment or postponement thereof (each, a “Special Meeting”), and in any action by written resolution of the stockholders of Acquiror (each, a “Written Resolution”), all of the Insider’s Subject Acquiror Equity Securities (as defined below) and all other equity securities of Acquiror such Insider Party is entitled to vote on the matter in favor of the Transactions (including the adoption of the Merger Agreement and the other Transaction Agreements) and the other Acquiror Shareholder Matters, and against any action, proposal, transaction, agreement or other matter presented at a Special Meeting or the subject of a Written Resolution that would reasonably be expected to (i) result in a breach of Acquiror’s covenants, agreements or obligations under the Merger Agreement, (ii) cause any of the conditions to the Closing set forth in Article VIII of the Merger Agreement not to be satisfied or (iii) otherwise materially impede, materially interfere with, materially delay, materially discourage, materially and adversely affect or materially inhibit the timely consummation of, the transactions contemplated by the Merger Agreement or the other Transaction Agreements. (b) The Insider agrees, except in a manner not in direct or indirect contravention or breach of the Merger Agreement or any Transaction Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any equity interests of Acquiror in connection with any vote or other action with respect to the Transactions or any Transaction Agreement, other than to recommend that the Acquiror Stockholders vote in favor of the Transactions, including the adoption of the Merger Agreement and the other Transaction Agreements (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1). (c) The Insider agrees not to commence or bring in any claim challenging the validity of any provision of this Agreement. (d) The Shares and any other Acquiror Ordinary Shares that the Insider holds of record or beneficially as of any determination time are hereinafter referred to as the “Subject Acquiror Equity Securities.” In the event of any equity dividend or distribution, or any change in the equity interests of Acquiror by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like prior to the Closing, the term “Subject Acquiror Equity Securities” shall be deemed to refer to and include all such equity dividends and distributions and any equity interests into which or for which any or all of the Subject Acquiror Equity Securities may be changed or exchanged or which are received in such transaction.

Consent to Merger. (a) The Insider (in its capacity Shareholder, as evidenced by his signature hereto, does hereby waive all notice of the time, place and purposes of a stockholder of Acquiror and on behalf of itself) hereby agrees to vote (or cause to be voted) at any special meeting of Tigris’s shareholders for the shareholders purpose of Acquiror or adjournment or postponement thereof (each, a “Special Meeting”)adopting this Agreement and approving the Merger, and in any action by written resolution pursuant to Section 615 of the stockholders of Acquiror (eachNYBCL, a “Written Resolution”), all of the Insider’s Subject Acquiror Equity Securities (as defined below) and all other equity securities of Acquiror such Insider Party is entitled does hereby consent in writing to vote on the matter in favor of the Transactions (including the adoption of the Merger this Agreement and the other Transaction Agreements) approval of the Merger pursuant to the terms of this Agreement and the other Acquiror Shareholder Mattersfurther does hereby release Tigris from any and all debts, and against any obligations, losses, suits, actions, causes of action, proposalliabilities or claims of any kind or nature or description whatsoever, transactionfrom the beginning of time to the date hereof, agreement that are related directly or other matter presented at a Special Meeting indirectly to the Shareholder’s relationship with Tigris that he presently has as of the date hereof or ever had prior to the subject of a Written Resolution date hereof; provided, however, that would reasonably be expected such release shall not extend to (i) any rights to indemnification, contribution or exculpation to which the Shareholder may be entitled under Tigris’ Charter Documents, any Contract disclosed to Verticalnet or applicable law, in each case, that does not arise out of or result from any amounts paid in respect of a breach of Acquiror’s covenantsclaim for indemnification made by a Verticalnet Indemnified Party pursuant to Article 7, agreements or obligations under the Merger Agreement, (ii) cause any benefits to which the Shareholder may be entitled under any insurance Contract to which Tigris is a party and that does not arise out of the conditions or result from any amounts paid in respect of a claim for indemnification made by a Verticalnet Indemnified Party pursuant to the Closing set forth in Article VIII of the Merger Agreement not to be satisfied or 7, (iii) otherwise materially impede, materially interfere with, materially delay, materially discourage, materially any unpaid salary and adversely affect accrued bonus to which the Shareholder may be entitled for periods ending on or materially inhibit the timely consummation of, the transactions contemplated by the Merger Agreement or the other Transaction Agreements. (b) The Insider agrees, except in a manner not in direct or indirect contravention or breach of the Merger Agreement or any Transaction Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any equity interests of Acquiror in connection with any vote or other action with respect to the Transactions or any Transaction Agreement, other than to recommend that the Acquiror Stockholders vote in favor of the Transactions, including the adoption of the Merger Agreement and the other Transaction Agreements (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1). (c) The Insider agrees not to commence or bring in any claim challenging the validity of any provision of this Agreement. (d) The Shares and any other Acquiror Ordinary Shares that the Insider holds of record or beneficially as of any determination time are hereinafter referred to as the “Subject Acquiror Equity Securities.” In the event of any equity dividend or distribution, or any change in the equity interests of Acquiror by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like prior to the Closing, (iv) any rights under any employee welfare, incentive compensation, stock option or other similar plan or arrangements to which the term “Subject Acquiror Equity Securities” shall be deemed to refer to and include all such equity dividends and distributions and any equity interests into which or for which any or all of the Subject Acquiror Equity Securities Shareholder may be changed entitled for periods ending on or exchanged prior to the Closing, and (v) any claims for unreimbursed business expenses relating to periods ending on or which are received in such transactionprior to Closing.

Consent to Merger. (a) The Insider Each Sponsor Party (in his, her or its capacity as a stockholder of Acquiror and on behalf of itselfhimself or itself and not the other Sponsor Parties) hereby agrees to vote (or cause to be voted) at any meeting of the shareholders stockholders of Acquiror or adjournment or postponement thereof (each, a “Special Meeting”), and in any action by written resolution of the stockholders of Acquiror (each, a “Written Resolution”)Acquiror, all of the Insidersuch Sponsor Party’s Subject Acquiror Equity Securities (as defined below) and all other equity securities of Acquiror such Insider Sponsor Party is entitled to vote on the matter in favor of the Transactions (including the adoption of the Merger Agreement and the other Transaction Agreements) and the other Acquiror Shareholder MattersAgreement), and against any action, proposal, transaction, agreement or other matter presented at a Special Meeting or the subject of a Written Resolution that would reasonably be expected to (i) result in a breach of Acquiror’s covenants, agreements or obligations under the Merger Agreement, (ii) cause any of the conditions to the Closing set forth in Article VIII IX of the Merger Agreement not to be satisfied or (iii) otherwise materially impede, materially interfere with, materially delay, materially discourage, materially and adversely affect or materially inhibit the timely consummation of, the transactions contemplated by the Merger Agreement or the other Transaction AgreementsAgreement. (b) The Insider Each Sponsor Party agrees, except in a manner not in direct or indirect contravention or breach of the Merger Agreement or any Transaction Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any equity interests of Acquiror in connection with any vote or other action with respect to the Transactions or any Transaction Agreement, other than to recommend that the Acquiror Stockholders vote in favor of the Transactions, including the adoption of the Merger Agreement Agreement, the Transaction Agreements and the other Transaction Agreements Transactions (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1). (c) The Insider Each Sponsor Party agrees not to commence or bring in any claim challenging the validity of any provision of this Agreement. (d) The Shares and any other Acquiror Ordinary Shares that the Insider holds of record or beneficially as of any determination time are hereinafter referred to as the “Subject Acquiror Equity Securities.” In the event of any equity dividend or distribution, or any change in the equity interests of Acquiror by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like prior to the Closing, the term “Subject Acquiror Equity Securities” shall be deemed to refer to and include all of the Acquiror Common Stock and Acquiror Warrants held of record or beneficially by such Sponsor Party as of such time (the Acquiror Common Stock and Acquiror Warrants that such Sponsor Party holds of record or beneficially as of any determination time are hereinafter referred to, with respect to each Sponsor Party, as the “Subject Acquiror Equity Securities”), as well as all such equity dividends and distributions and any equity interests securities into which or for which any or all of the Subject Acquiror Equity Securities may be changed or exchanged or which are received in such transaction.