Common use of Other Covenants and Agreements Clause in Contracts

Other Covenants and Agreements. (a) The Supporting Seller Unitholder shall be bound by and subject to (i) Sections 5.3(a) (Confidentiality) and 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the Seller, as if the Supporting Seller Unitholder is directly party thereto, and (ii) the first sentence of Section 5.5(a) (Exclusive Dealing) and Section 9.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the Seller, as if the Supporting Seller Unitholder is directly party thereto. (b) The Supporting Seller Unitholder acknowledges and agrees that JAWS is entering into the Business Combination Agreement in reliance upon the Supporting Seller Unitholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Supporting Seller Unitholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement JAWS would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement.

Appears in 4 contracts

Samples: Transaction Support Agreement (Jaws Acquisition Corp.), Transaction Support Agreement (Jaws Acquisition Corp.), Transaction Support Agreement (Jaws Acquisition Corp.)

AutoNDA by SimpleDocs

Other Covenants and Agreements. (a) The Supporting Seller Unitholder Each Stockholder shall be bound by and subject to (i) Sections 5.3(a) (ConfidentialityConfidentiality and Access to Information) and Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the Sellerparties thereto, as if the Supporting Seller Unitholder such Stockholder is directly party thereto, and (ii) the first sentence of Section 5.5(a5.6(a) (Exclusive Dealing) and Section 9.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the SellerCompany, as if the Supporting Seller Unitholder such Stockholder is directly party thereto. (b) The Supporting Seller Unitholder Each Stockholder acknowledges and agrees that JAWS is CHP and Merger Sub are entering into the Business Combination Agreement in reliance upon the Supporting Seller Unitholder such Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Supporting Seller Unitholder such Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement JAWS Agreement, CHP and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement. (c) If the Company issues additional shares of Company Series D Preferred Stock in connection with the Series D Capital Raise after the date hereof, the Company shall cause such purchaser of Company Series D Preferred Stock to become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed a “Stockholder” for all purposes hereunder.

Appears in 1 contract

Samples: Transaction Support Agreement (CHP Merger Corp.)

Other Covenants and Agreements. (a) The Supporting Seller Unitholder Shareholder agrees that he, she or it shall (i) be bound by and subject to (iA) Sections 5.3(a) (ConfidentialityConfidentiality and Access to Information) and 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the Sellerparties to the Business Combination Agreement, as if the Supporting Seller Unitholder Shareholder is directly party thereto, and (iiB) the first sentence of Section 5.5(a) (Exclusive Dealing) and Section 9.18 8.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the SellerCompany, as if the Supporting Seller Unitholder Shareholder is directly party theretothereto and (ii) not, directly or indirectly, take any action that the Company is prohibited from taking pursuant to Section 5.6(a) of the Business Combination Agreement. (b) The Supporting Seller Unitholder Shareholder acknowledges and agrees that JAWS is ARYA and the other ARYA Parties are entering into the Business Combination Agreement in reliance upon the Supporting Seller Unitholder Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Supporting Seller Unitholder Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement JAWS Agreement, ARYA and the other ARYA Parties would not have entered into or agreed to consummate the transactions contemplated by the Business Combination AgreementAgreement or the Ancillary Documents.

Appears in 1 contract

Samples: Business Combination Agreement (ARYA Sciences Acquisition Corp III)

Other Covenants and Agreements. (a) The Supporting Seller Unitholder Subject to Section 10(b) below, each Shareholder shall be bound by and subject to (i) Sections 5.3(a) (Confidentiality) and 5.4(a) Section 7.13 (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the Sellerparties to the Business Combination Agreement, as if the Supporting Seller Unitholder is such Shareholder were directly party thereto. Without limiting the rights set forth in Section 4, each Shareholder shall be bound by and (ii) subject to the first sentence of Section 5.5(a7.6(a) (Exclusive Dealing) and Section 9.18 (Trust Account WaiverNo Solicitation by Parent) of the Business Combination Agreement to the same extent as such provisions apply to the SellerParent, as if the Supporting Seller Unitholder is such Shareholder were directly party thereto. (b) The Supporting Seller Unitholder Each Shareholder acknowledges and agrees that JAWS is Topco, Parent and the Company are entering into the Business Combination Agreement in reliance upon the Supporting Seller Unitholder such Shareholder entering into this Agreement Deed and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement Deed and but for the Supporting Seller Unitholder such Shareholder entering into this Agreement Deed and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement JAWS Deed, Topco, Parent and the Company would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement.

Appears in 1 contract

Samples: Transaction Support Deed (Noble Corp)

AutoNDA by SimpleDocs

Other Covenants and Agreements. (a) The Supporting Seller Unitholder Shareholder agrees that the Shareholder shall (i) be bound by and subject to (ix) Sections Section 5.3(a) (ConfidentialityConfidentiality and Access to Information) and 5.4(a) Section 5.4 (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the Sellerparties to the Business Combination Agreement, as if the Supporting Seller Unitholder Shareholder is directly party thereto, and (iiy) the first sentence of Section 5.5(a) (Exclusive Dealing) and Section 9.18 8.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the SellerCompany, as if the Supporting Seller Unitholder Shareholder is directly party theretothereto and (ii) not, directly or indirectly, take any action that the Company is prohibited from taking pursuant to Section 5.6(a) of the Business Combination Agreement. (b) The Supporting Seller Unitholder Shareholder acknowledges and agrees that JAWS is BCSA and Merger Sub are entering into the Business Combination Agreement in reliance upon the Supporting Seller Unitholder Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Supporting Seller Unitholder Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement JAWS Agreement, BCSA and the other BCSA Parties would not have entered into or agreed to consummate the transactions contemplated by the Business Combination AgreementAgreement or the Ancillary Documents.

Appears in 1 contract

Samples: Transaction Support Agreement (Blockchain Coinvestors Acquisition Corp. I)

Other Covenants and Agreements. (a) The Supporting Seller Unitholder Each Stockholder shall be bound by and subject to (i) Sections 5.3(a) (Confidentiality) and Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the Sellerparties thereto, as if the Supporting Seller Unitholder such Stockholder is directly party thereto, and (ii) the first sentence of Section 5.5(a5.6(a) (Exclusive Dealing) and Section 9.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the SellerCompany, as if the Supporting Seller Unitholder such Stockholder is directly party thereto. (b) The Supporting Seller Unitholder Each Stockholder acknowledges and agrees that JAWS is Longview and Merger Sub are entering into the Business Combination Agreement in reliance upon the Supporting Seller Unitholder such Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Supporting Seller Unitholder such Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement JAWS Agreement, Longview and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement.

Appears in 1 contract

Samples: Transaction Support Agreement (Longview Acquisition Corp. II)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!