Shareholder Representations. Each Shareholder represents and warrants to the SPAC and the Company Parties, as of the date hereof, that: a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement; (i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same; c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies); d. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement; e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement; f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by the Holdco; g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder; i. such Shareholder has good title to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit A, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco Shares; and j. the Holdco Shares set forth opposite such Shareholder’s name on Exhibit A are the only equity interests of the Holdco owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Shareholder Representations. Each Shareholder represents and warrants understands (a) that the shares of Common Stock comprising the Share Consideration, the Contingent Warrants and any shares of Common Stock to be issued upon the exercise of the Contingent Warrants have not been, and will not be, registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) that he is acquiring shares of Common Stock, the Contingent Warrants and any shares of Common Stock to be issued upon the exercise of the Contingent Warrants for his own account for investment purposes and not with a view to the SPAC and the Company Parties, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individualdistribution thereof, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made receipt by the Shareholder or, occurring solely as a result of liquidating distributions made or to be made pursuant to a plan of liquidation adopted or to be adopted by Seller as a consequence of which the knowledge form of each Shareholder's investment is to be changed such Shareholder, by that the Holdco;
g. such Shareholder shall hold his investment in Buyer directly rather than indirectly through Seller; (c) that he is an "Accredited Investor" within the meaning of Rule 501(a) promulgated under the Securities Act; (d) that he has had the opportunity to read the Merger Agreement and this Support Agreement received certain information concerning Buyer and has had the opportunity to consult with such Shareholder’s tax ask questions and legal advisors;
h. such Shareholder has not entered intoto obtain additional information as desired in order to evaluate the merits and risks inherent in holding shares of the Common Stock; (e) that he acknowledges that any information concerning Buyer is based on historical data and any projections were made as good faith estimates, and shall not enter into(f) that he agrees, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
i. such Shareholder has good title as a condition to Buyer's consent to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit A, free transfer of the shares of Common Stock comprising the Share Consideration and clear a Contingent Warrant to the Shareholder pursuant to a plan of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote liquidation adopted or cause to be voted such Holdco Shares; and
j. the Holdco Shares set forth opposite such Shareholder’s name on Exhibit A are the only equity interests of the Holdco owned of record or beneficially owned adopted by the Shareholder as of the date hereofSeller, and none of such Holdco Shares are subject to any proxy, voting trust or other agreement or arrangement be bound with respect to the voting Share Consideration, the Contingent Warrants and any shares of such Holdco Shares that is inconsistent Common Stock issued upon the exercise of the Contingent Warrants in the same manner and to the same extent as Seller under this Agreement or any other Agreement executed and delivered in connection with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Recycling Industries Inc)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
b. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and Shareholder, or (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. d. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. e. the execution and delivery of this Support Agreement by such Shareholder does do not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. f. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
f. g. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by the HoldcoSPAC;
g. h. such Shareholder has had the opportunity to read the Merger Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. i. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
i. j. such Shareholder has good title to the Holdco Shareholder Shares set forth opposite such Shareholder’s name on Exhibit A, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco Shareholder Shares; and
j. k. the Holdco Shareholder Shares set forth opposite such Shareholder’s name on Exhibit A are the only equity interests of the Holdco SPAC Ordinary Shares owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shareholder Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Spac Shareholder Support Agreement (Healthcare AI Acquisition Corp.)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC Parent and the Company PartiesCompany, as of the date hereof, that:
a. (a) such Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(c) (i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. (d) this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. (e) the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such the Shareholder of its obligations under this Support Agreement;
e. (f) there are no Actions pending against such Shareholder or, to the knowledge of such the Shareholder, threatened against such the Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such the Shareholder of such Shareholder’s obligations under this Support Agreement;
f. (g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge or on behalf of such Shareholder, by the Holdco;
g. (h) such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. (i) such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such the Shareholder from performing any of such Shareholder’s obligations hereunder;
i. (j) such Shareholder has good title to the Holdco Shareholder Shares set forth opposite such underneath Shareholder’s name on Exhibit Athe signature page hereto, free and clear of any Liens other than Permitted LiensLiens and Liens under the Company’s Organizational Documents, and such Shareholder has the sole power to vote or cause to be voted such Holdco the Shareholder Shares; and
j. (k) the Holdco Shareholder Shares set forth opposite underneath such Shareholder’s name on Exhibit A the signature page to this Support Agreement are the only equity interests shares of the Holdco Company’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco the Shareholder Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Company Shareholders Support Agreement (Globalink Investment Inc.)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC Parent and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the sameShareholder;
c. b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s its obligations under this Support Agreement;
f. e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the such Shareholder or, to the knowledge of such Shareholder, by the HoldcoCompany;
g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. f. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder it from performing any of such Shareholder’s its obligations hereunderunder this Support Agreement;
i. g. such Shareholder has good title to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit Aits Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco its Shares; and
j. h. the Holdco Shares set forth listed opposite such Shareholder’s name on Exhibit A are the only equity interests shares of the Holdco Company’s outstanding capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and none of such Holdco its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Company Shareholder Support Agreement (Arisz Acquisition Corp.)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC and the Company Parties, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such b. Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the sameShareholder;
c. this Support Agreement has been duly executed and delivered by such the Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such the Shareholder, enforceable against such the Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. the execution and delivery of this Support Agreement by such the Shareholder does not, and the performance by such the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such the Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such the Shareholder of its obligations under this Support Agreement;
e. there are no Actions pending against such the Shareholder or, to the knowledge of such the Shareholder, threatened against such the Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such the Shareholder of such the Shareholder’s obligations under this Support Agreement;
f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such the Shareholder, by the Company or the Holdco;
g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such the Shareholder’s tax and legal advisors;
h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such the Shareholder from performing any of such Shareholder’s its obligations hereunder;
i. such Shareholder has good title to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit AHoldCo Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco HoldCo Shares; and
j. the Holdco Shares set forth opposite such Shareholder’s name on Exhibit A are the only equity interests None of the Holdco owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco HoldCo Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco HoldCo Shares that is inconsistent with such the Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Holdco Shareholder Voting and Support Agreement (Plutonian Acquisition Corp.)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC Purchaser and the Company PartiesCompany, as of the date hereof, that:
a. such (a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. (d) this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. (e) the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, if such in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder is not an individual to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third partyparty or Governmental Authority, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. (f) there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
f. (g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the Shareholder or, to the knowledge of such Shareholder, by the Holdco;
g. such (h) Shareholder has had the opportunity to read the Merger Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
h. such (i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
i. such (j) Shareholder has good title to the Holdco Shareholder Shares set forth opposite such underneath Shareholder’s name on Exhibit Athe signature page hereto, free and clear of any Liens other than Permitted LiensLiens and Liens under Purchaser’s Organizational Documents, and such Shareholder has the sole power to vote or cause to be voted such Holdco the Shareholder Shares; and
j. Shareholder has the Holdco power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares set forth opposite such underneath Shareholder’s name on Exhibit A the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only equity interests shares of the Holdco Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of such Holdco the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such Holdco Shares that is inconsistent with such Shareholder’s obligations pursuant to Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Samples: Founder Support Agreement (Aimei Health Technology Co., Ltd.)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC Parent and the Company PartiesCompany, as of the date hereof, that:
a. (a) such Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. (d) this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. (e) the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such the Shareholder of its obligations under this Support Agreement;
e. (f) there are no Actions pending against such Shareholder or, to the knowledge of such the Shareholder, threatened against such the Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such the Shareholder of such Shareholder’s obligations under this Support Agreement;
f. (g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge or on behalf of such Shareholder, by the Holdco;
g. (h) such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. (i) such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such the Shareholder from performing any of such Shareholder’s obligations hereunder;
i. (j) such Shareholder has good title to the Holdco Shareholder Shares set forth opposite such underneath Shareholder’s name on Exhibit Athe signature page hereto, free and clear of any Liens other than Permitted LiensLiens and Liens under the Company’s Organizational Documents, and such Shareholder has the sole power to vote or cause to be voted such Holdco the Shareholder Shares; and
j. (k) the Holdco Shareholder Shares set forth opposite underneath such Shareholder’s name on Exhibit A the signature page to this Support Agreement are the only equity interests shares of the Holdco Company’s outstanding capital stock owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco the Shareholder Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Company Shareholders Support Agreement (Globalink Investment Inc.)
Shareholder Representations. Each The Shareholder represents and warrants to the SPAC and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder it has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
b. it has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder c. it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholderit’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the sameShareholder;
c. d. this Support Agreement has been duly executed and delivered by such the Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such the Shareholder, enforceable against such the Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. e. the execution and delivery of this Support Agreement by such the Shareholder does not, and the performance by such the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such the Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such the Shareholder of its obligations under this Support Agreement;
e. f. there are no Actions Proceedings pending against such the Shareholder or, to the knowledge of such the Shareholder, threatened against such the Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such the Shareholder of such Shareholder’s its obligations under this Support Agreement;
f. g. other than the Cantor Fees, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission for which SPAC is or will be liable in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such the Shareholder, by the Holdco;
g. such h. the Shareholder has had the opportunity to read the Merger Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such the Shareholder’s tax and legal advisors;
h. such i. the Shareholder has not entered into, and shall not enter into, any agreement that would prevent such the Shareholder from performing any of such the Shareholder’s obligations hereunder;
i. such j. the Shareholder is the only record owner, and has good title to the Holdco Shareholder Shares set forth opposite such Shareholder’s its name on Exhibit A, free and clear of any Liens other than Permitted Liensas created by this Agreement or the Governing Documents of SPAC, and such Shareholder has the sole power to vote any Ancillary Agreements or cause to be voted such Holdco Sharesapplicable Laws; and
j. k. the Holdco Shareholder Shares set forth opposite such Shareholder’s name on Exhibit A are the only equity interests shares of the Holdco SPAC owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco the Shareholder Shares that is inconsistent with such the Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Shareholder Representations. Each Shareholder represents and warrants to the SPAC and the Company Parties, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by the Company or the Holdco;
g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
i. such Shareholder has good title to the Holdco Shares Company Equity Interest set forth opposite such Shareholder’s name on Exhibit A, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco SharesCompany Equity Interest; and
j. the Holdco Shares Company Equity Interest set forth opposite such Shareholder’s name on Exhibit A are the only equity interests of the Holdco Company owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco Shares Company Equity Interest are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shares Company Equity Interest that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Shareholder Voting and Support Agreement (Aquaron Acquisition Corp.)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC and the Company Parties, as that:
(a) As of the date hereofof this Agreement, that:Shareholder is the beneficial owner (within the meaning of Rule 13d-3) of, and has good title to, all of the Owned Shares. Except as may be otherwise noted on Schedule I attached hereto, the Owned Shares are owned by Shareholder free and clear of any Liens and, except for this Agreement, there are no options or other rights, agreements, arrangements, or commitments of any kind to which Shareholder is a party or by or to which Shareholder or the Owned Shares are bound or subject relating to the pledge, transfer, disposition, or voting of any of the Owned Shares, and there is no voting trust or voting agreement with respect to the Owned Shares.
a. such (b) As of the date of this Agreement, Shareholder does not beneficially own (within the meaning of Rule 13d-3) any shares of Target Common Stock, or any shares of any other class or series of capital stock of Target, other than the Owned Shares.
(c) Shareholder has full right all necessary legal power and powerauthority and legal capacity to enter into, without violating execute, and deliver this Agreement and to perform Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid, and binding obligation of Shareholder enforceable against Shareholder in accordance with its terms, subject to the Enforceability Exceptions.
(d) Neither the execution or delivery of this Agreement by Shareholder nor the performance by Shareholder of this Agreement will (i) violate, result in a breach of, or constitute a default under any agreement to which it Shareholder is a party or by which Shareholder or the Owned Shares are bound or (includingii) to Shareholder’s knowledge, without limitationviolate any Law applicable to Shareholder or the Owned Shares, any non-competition except for such violations, breaches, and defaults as would not prevent, or non-solicitation agreement materially impede the performance by Shareholder of Shareholder’s obligations under this Agreement.
(e) No consent or approval of or filing with any employer or former employer)Governmental Entity, to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder is required in accordance connection with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. the execution and delivery of this Support Agreement by such Shareholder does not, and or the performance by such Shareholder of its obligations hereunder will notthis Agreement, (i) conflict with except where the failure to obtain any such consents or result in a violation of the organizational documents of approvals or to make any such Shareholder, if such Shareholder is filings would not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin prevent or materially delay impede the performance by such Shareholder of its obligations under this Support Agreement;
e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by the Holdco;
g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
i. such Shareholder has good title to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit A, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco Shares; and
j. the Holdco Shares set forth opposite such Shareholder’s name on Exhibit A are the only equity interests of the Holdco owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Shareholder Representations. Each Shareholder represents and warrants to the SPAC and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
b. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. d. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. e. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. f. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
f. g. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by the HoldcoSPAC or Merger Sub;
g. h. such Shareholder has had the opportunity to read the Merger Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. i. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
i. j. such Shareholder has good title to the Holdco Shareholder Shares set forth opposite such Shareholder’s name on Exhibit A, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco Shareholder Shares; and
j. k. the Holdco Shareholder Shares set forth opposite such Shareholder’s name on Exhibit A identified in Section 2 of this Support Agreement are the only equity interests shares of the Holdco SPAC Shares owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shareholder Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Shareholder Representations. Each The Shareholder represents and warrants to the SPAC Alset and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the sameShareholder;
c. b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s its obligations under this Support Agreement;
f. e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the such Shareholder or, to the knowledge of such Shareholder, by the HoldcoCompany;
g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. f. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder it from performing any of such Shareholder’s its obligations hereunderunder this Support Agreement;
i. g. such Shareholder has good title to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit Aits Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco its Shares; and
j. h. the Holdco Shares set forth listed opposite such Shareholder’s name on Exhibit A are the only equity interests shares of the Holdco Company’s outstanding capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and none of such Holdco its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Shareholder Agreement (Alset Capital Acquisition Corp.)
Shareholder Representations. Each The Shareholder represents and warrants to the SPAC Parsec and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the sameShareholder;
c. b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s its obligations under this Support Agreement;
f. e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the such Shareholder or, to the knowledge of such Shareholder, by the HoldcoCompany;
g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. f. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder it from performing any of such Shareholder’s its obligations hereunderunder this Support Agreement;
i. g. such Shareholder has good title to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit Aits Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco its Shares; and
j. h. the Holdco Shares set forth listed opposite such Shareholder’s name on Exhibit A are the only equity interests shares of the Holdco Company’s outstanding capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and none of such Holdco its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Shareholder Support Agreement (Parsec Capital Acquisitions Corp.)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC AAO and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the sameShareholder;
c. b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s its obligations under this Support Agreement;
f. e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the such Shareholder or, to the knowledge of such Shareholder, by the HoldcoCompany;
g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. f. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder it from performing any of such Shareholder’s its obligations hereunderunder this Support Agreement;
i. g. such Shareholder has good title to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit Aits Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco its Shares; and
j. h. the Holdco Shares set forth listed opposite such Shareholder’s name on Exhibit A are the only equity interests shares of the Holdco Company’s outstanding capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and none of such Holdco its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Company Shareholder Support Agreement (American Acquisition Opportunity Inc.)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by the HoldcoCompany;
g. such Shareholder has had the opportunity to read the Merger Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
i. such Shareholder has good title to the Holdco Shareholder Shares set forth opposite such Shareholder’s name on Exhibit A, free and clear of any Liens other than Liens pursuant to this Agreement, the other Transaction Agreements, the Organizational Documents of the Company or such other entity of which the Shareholder Shares represents ownership interests and the Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco Shareholder Shares; and
j. the Holdco Shareholder Shares set forth listed opposite such Shareholder’s name on Exhibit A are the only equity interests shares of the Holdco Company’s capital stock (or such other entity of which the Shareholder Shares represent ownership interests) owned of record or beneficially owned by the Shareholder as of the date hereof, and none of such Holdco Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shareholder Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Company Shareholder Support Agreement (Mountain Crest Acquisition Corp. V)
Shareholder Representations. Each Shareholder represents and warrants to the SPAC and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and Shareholder, or (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. the execution and delivery of this Support Agreement by such Shareholder does do not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by the HoldcoCompany;
g. such Shareholder has had the opportunity to read the Merger Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
i. such Shareholder has good title to the Holdco Shareholder Shares set forth opposite such Shareholder’s name on Exhibit A, free and clear of any Liens other than Liens pursuant to this Agreement, the other Transaction Agreements, the Organizational Documents of the Company and Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco Shareholder Shares; and
j. the Holdco Shareholder Shares set forth listed opposite such Shareholder’s name on Exhibit A are the only equity interests shares of the Holdco owned Company’s issued and registered on the register of record or beneficially owned by members of the Shareholder Company as of the date hereof, and none of such Holdco Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shareholder Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Company Shareholder Support Agreement (Healthcare AI Acquisition Corp.)
Shareholder Representations. Each Shareholder Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the SPAC Parent and the Company PartiesCompany, as of the date hereof, that:
a. such Shareholder has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if the extent such Shareholder is not an individualentity, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the sameShareholder;
c. b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
d. c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) to the extent such Shareholder is an entity, conflict with or result in a violation of the organizational documents of such Shareholder, if such Shareholder is not an individual or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s its obligations under this Support Agreement;
f. e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the such Shareholder or, to the knowledge of such Shareholder, by the HoldcoCompany;
g. such Shareholder has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors;
h. f. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder it from performing any of such Shareholder’s its obligations hereunderunder this Support Agreement;
i. g. such Shareholder has good title to the Holdco Shares set forth opposite such Shareholder’s name on Exhibit Aits Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted such Holdco its Shares; and
j. h. the Holdco Shares set forth listed opposite such Shareholder’s name on Exhibit A are the only equity interests shares of the Holdco Company’s outstanding capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and none of such Holdco its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Holdco Shares that is inconsistent with such Shareholder’s obligations pursuant to this Support Agreement.
Appears in 1 contract
Samples: Shareholder Support Agreement (Genesis Unicorn Capital Corp.)
