Common use of SPAC Stockholders’ Meeting Clause in Contracts

SPAC Stockholders’ Meeting. SPAC shall, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call and give notice of, convene and hold a meeting of SPAC Stockholders (the “SPAC Stockholders’ Meeting”), in each case in accordance with SPAC’s Organizational Documents and Applicable Law, solely for the purpose of (i) providing SPAC Stockholders with the opportunity to redeem SPAC Class A Shares, (ii) obtaining all requisite approvals and authorizations from the SPAC Stockholders in connection with the Transactions (including the SPAC Stockholder Approval) at the SPAC Stockholders’ Meeting and (iii) related and customary procedural and administrative matters. Other than any Permitted SPAC Change in Recommendation, SPAC shall, through unanimous approval of its board of directors, recommend to the SPAC Stockholders the adoption and approval of the SPAC Transaction Proposals by the SPAC Stockholders (the “SPAC Board Recommendation”). SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the SPAC Stockholders at the SPAC Stockholders’ Meeting, including by soliciting proxies as promptly as practicable in accordance with Applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Stockholders, and use its commercially reasonable efforts (without being obligated to pay any money, offer any economic accommodations or incur any obligation) to minimize redemptions of SPAC Class A Shares by SPAC Stockholders. Subject to the proviso in the following sentence, SPAC shall include the SPAC Board Recommendation in the Proxy Statement. The board of directors of SPAC shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation (a “SPAC Change in Recommendation”); provided, that the board of directors of SPAC may make a SPAC Change in Recommendation prior to receipt of the SPAC Stockholder Approval if and to the extent it is required to do so by Applicable Law; provided, however, that for the avoidance of doubt, it is hereby clarified that the board of directors of SPAC shall not be entitled to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 8.1(b) as a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC (any SPAC Change in Recommendation in accordance with the foregoing provisos, “Permitted SPAC Change in Recommendation”). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting for the purpose of seeking approval from the SPAC Stockholders shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting and submit for the approval of the SPAC Stockholders the matters contemplated by the Proxy Statement as contemplated by this Section 8.1(b), regardless of whether or not there shall have occurred any SPAC Change in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the SPAC Stockholders’ Meeting: (i) to the extent required by Applicable Law, (ii) to ensure that any supplement or amendment to the Proxy Statement that the board of directors of SPAC has determined in good faith is required by Applicable Law is disclosed to SPAC Stockholders with sufficient time prior to the SPAC Stockholders’ Meeting for SPAC Stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the SPAC Stockholders’ Meeting is scheduled (as set forth in the Proxy Statement or its supplement), there are insufficient SPAC Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Stockholders’ Meeting; (iv) in order to solicit additional proxies from SPAC Stockholders for purposes of obtaining approval from the SPAC Stockholders or (v) to continue to attempt to satisfy all conditions to Closing; provided that, the SPAC Stockholders’ Meeting is held no later than three (3) Business Days prior to the Outside Date; provided, further, that in the event of a postponement or adjournment, the SPAC Stockholders’ Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit SPAC, its board of directors or any committee thereof from making any disclosure to its stockholders that is required by Applicable Law or if SPAC’s board of directors determines, in good faith, after consultation with outside counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law; provided that any such action that would otherwise constitute a SPAC Change in Recommendation shall be made only in compliance with the other provisions of this Section 8.1(b).

SPAC Stockholders’ Meeting. SPAC shall, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, conduct a “broker search” and establish a record date for, duly call and give notice of, convene and hold a meeting of SPAC Stockholders (the “SPAC Stockholders’ Meeting”), in each case in accordance with SPAC’s Organizational Documents and Applicable Law, solely for the purpose of (i) providing SPAC Stockholders with the opportunity to redeem SPAC Class A Shares, (ii) obtaining all requisite approvals and authorizations from the SPAC Stockholders in connection with the Transactions (including the SPAC Stockholder Approval) at the SPAC Stockholders’ Meeting and (iii) related and customary procedural and administrative matters. Other than any Permitted SPAC Change in Recommendation, SPAC shall, through unanimous approval of its board of directors, recommend to the SPAC Stockholders the adoption and approval of the SPAC Transaction Proposals by the SPAC Stockholders (the “SPAC Board Recommendation”). SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the SPAC Stockholders at the SPAC Stockholders’ MeetingStockholder Approval, including by soliciting proxies as promptly as practicable in accordance with Applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Stockholdersapproval, and use its commercially reasonable best efforts (without being obligated to pay any money, offer any economic accommodations or incur any obligation) to minimize redemptions of SPAC Class A Shares by SPAC Stockholders. Subject to the proviso in the following sentence, SPAC shall include the SPAC Board Recommendation in the Proxy Statement/Prospectus. The board of directors of SPAC shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, fail to make, qualify or modify, or publicly propose to change, withdraw, withhold, fail to make, qualify or modify, the SPAC Board Recommendation or recommend, adopt or approve or publicly propose to recommend, adopt or approve a SPAC Board Recommendation (any of the foregoing action, a “SPAC Change in Recommendation”); provided, that the board of directors of SPAC may make a SPAC Change in Adverse Recommendation prior to receipt of the SPAC Stockholder Approval if and to the extent it is required to do so by Applicable Law; provided, however, that for the avoidance of doubt, it is hereby clarified that the board of directors of SPAC shall not be entitled to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 8.1(b) as a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC (any SPAC Change in Recommendation in accordance with the foregoing provisos, “Permitted SPAC Change in RecommendationChange”). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting for the purpose of seeking approval from the SPAC Stockholders shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting and submit for the approval of the SPAC Stockholders the matters contemplated by the Proxy Statement as contemplated by this Section 8.1(b), regardless of whether or not there shall have occurred any SPAC Change in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the SPAC Stockholders’ MeetingMeeting except: (i) to the extent required by Applicable Law, (ii) to ensure that any supplement or amendment to the Proxy Statement Statement/Prospectus that the board of directors of SPAC has determined in good faith is required by Applicable Law is disclosed to SPAC Stockholders with sufficient time prior to the SPAC Stockholders’ Meeting for SPAC Stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the SPAC Stockholders’ Meeting is scheduled (as set forth in the Proxy Statement Statement/Prospectus or its supplement), there are insufficient SPAC Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Stockholders’ Meeting; (iv) if the SPAC stockholders have elected to redeem a number of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 9.2(g) (the “Closing Proceeds Condition”) not being satisfied, provided that, for purposes of this clause (iv), SPAC shall not be entitled to postpone or adjourn the SPAC Stockholders’ Meeting without the Company’s prior written consent to the extent that (A) such postponement or adjournment of the SPAC Stockholders’ Meeting would extend or otherwise reopen the deadline for redemption of SPAC Shares and (B) the Company has waived the Closing Proceeds Condition or (v) in order to solicit additional proxies from SPAC Stockholders for purposes of obtaining approval from required to obtain the SPAC Stockholders or (v) to continue to attempt to satisfy all conditions to ClosingStockholder Approval; provided that, the SPAC Stockholders’ Meeting is held no later than three (3) Business Days prior to the Outside Date; provided, further, that in the event of a postponement or adjournment, the SPAC Stockholders’ Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved. Notwithstanding anything resolved and SPAC may make one or more successive postponements or adjournments of the SPAC Stockholders’ Meeting in this Agreement to the contrary, nothing in this Agreement shall prohibit SPAC, its board of directors or any committee thereof from making any disclosure to its stockholders that is required by Applicable Law or if SPAC’s board of directors determines, in good faith, after consultation with outside counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law; provided that any such action that would otherwise constitute a SPAC Change in Recommendation shall be made only in compliance accordance with the other provisions terms of this Section 8.1(b)Agreement, provided that, such postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without EUR’s consent.

SPAC Stockholders’ Meeting. SPAC shall, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call and give notice of, convene and hold a meeting of SPAC Stockholders (the “SPAC Stockholders’ Meeting”), in each case in accordance with SPAC’s Organizational Documents and Applicable LawLegal Requirements, solely for the purpose of (i) providing SPAC Stockholders with the opportunity to redeem SPAC Class A Shares, (ii) obtaining all requisite approvals and authorizations from the SPAC Stockholders in connection with the Transactions (including the SPAC Stockholder Approval) at the SPAC Stockholders’ Meeting and (iii) related and customary procedural and administrative matters. Other than any Permitted SPAC Change in Recommendation, SPAC shall, through unanimous approval of its board of directors, recommend to the SPAC Stockholders the adoption and approval of the SPAC Transaction Proposals by the SPAC Stockholders (the “SPAC Board Recommendation”). SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the SPAC Stockholders at the SPAC Stockholders’ Meeting, including by soliciting proxies as promptly as practicable in accordance with Applicable Law Legal Requirements for the purpose of seeking such approvals and authorizations from the SPAC Stockholders, and use its commercially reasonable efforts (without being obligated to pay any money, offer any economic accommodations or incur any obligation) to minimize redemptions of SPAC Class A Shares by SPAC Stockholders. Subject to the proviso in the following sentence, SPAC shall include the SPAC Board Recommendation in the Proxy Statement. The board of directors of SPAC shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation (a “SPAC Change in Recommendation”); provided, that the board of directors of SPAC may make a SPAC Change in Recommendation prior to receipt of the SPAC Stockholder Approval if and to the extent it is required to do so by Applicable LawLegal Requirements; provided, however, that for the avoidance of doubt, it is hereby clarified that the board of directors of SPAC shall not be entitled to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 8.1(b6.01(b) as a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC (any SPAC Change in Recommendation in accordance with the foregoing provisos, “Permitted SPAC Change in Recommendation”)SPAC. SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting for the purpose of seeking approval from the SPAC Stockholders shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting and submit for the approval of the SPAC Stockholders its shareholders the matters contemplated by the Proxy Statement as contemplated by this Section 8.1(b6.01(b), regardless of whether or not there shall have occurred any SPAC Change in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the SPAC Stockholders’ Meeting: Meeting (a “SPAC Meeting Change”): (i) to the extent required by Applicable LawLegal Requirements, (ii) to ensure that any supplement or amendment to the Proxy Statement that the board of directors of SPAC has determined in good faith is required by Applicable Law Legal Requirements is disclosed to SPAC Stockholders and for such supplement or amendment to be promptly disseminated to SPAC Stockholders with sufficient time prior to the SPAC Stockholders’ Meeting for SPAC Stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the SPAC Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement or its supplementStatement), there are insufficient SPAC Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Stockholders’ Meeting; or (iv) in order to solicit additional proxies from SPAC Stockholders for purposes of obtaining approval from the SPAC Stockholders or (v) to continue to attempt to satisfy all conditions to ClosingStockholders; provided that, without the prior written consent of the Company, the SPAC Stockholders’ Meeting may not be adjourned or postponed to a date that is more than twenty (20) days after the date for which the SPAC Stockholders’ Meeting was originally scheduled (excluding any postponements or adjournments required by Applicable Legal Requirements) and provided it is held no later than three (3) Business Days prior to the Outside Date; provided, further, that in the event of a postponement or adjournmentadjournment pursuant to clauses (ii), (iii) or (iv) above, the SPAC Stockholders’ Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has matters described in such clauses have been resolved. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit SPAC, its board of directors or any committee thereof from making any disclosure to its stockholders that is required by Applicable Law or if SPAC’s board of directors determines, in good faith, after consultation with outside counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law; provided that any such action that would otherwise constitute a SPAC Change in Recommendation shall be made only in compliance with the other provisions of this Section 8.1(b).

SPAC Stockholders’ Meeting. SPAC shall: (i) take all action necessary under applicable Law and the SPAC Organizational Documents to call, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call and give notice of, convene and hold a meeting of SPAC Stockholders its shareholders (the “SPAC Stockholders’ Meeting”), in each case ) to seek (A) adoption and approval of this Agreement by the holders of SPAC Common Shares in accordance with SPAC’s Organizational Documents applicable Law and Applicable exchange rules and regulations and the approval of the issuance of SPAC Common Shares in accordance herewith, (B) approval of the provisions of the organizational documents of Dutch Holdco as such approval may be required under applicable Law, solely for (C) approval of the purpose SPAC Merger, (D) approval of (i) providing SPAC Stockholders with the opportunity to redeem issuance of SPAC Class A Shares, Common Shares in the Private Placements as such approval may be required under applicable rules of the New York Stock Exchange and (iiE) obtaining all requisite approvals approval of any other proposals reasonably agreed by SPAC and authorizations from the SPAC Stockholders Company to be necessary or appropriate in connection with the Transactions transactions contemplated hereby (including such proposals in clauses (A) through (E), together, the “Transaction Proposals”, such proposals in clauses (A), (B), (D) and (E), together, the “Ordinary Resolution Proposals” and such proposal in clause (C), the “Special Resolution Proposal”), which SPAC Stockholder ApprovalStockholders’ Meeting shall be held as promptly as reasonably practicable following the date the Registration Statement / Proxy Statement is declared effective by the SEC (and conditioned upon such declaration of effectiveness); and (ii) submit the Transaction Proposals to, and use its reasonable best efforts to solicit proxies in favor of such Transaction Proposals from, such holders at the SPAC Stockholders’ Meeting and (iii) related and customary procedural and administrative mattersMeeting. Other than any Permitted SPAC Change in Recommendation, SPAC shall, through unanimous approval of its board of directorsthe SPAC Board, recommend include a statement in the Registration Statement / Proxy Statement to the effect that the SPAC Stockholders the adoption and approval Board recommends that SPAC’s shareholders vote in favor of the SPAC Transaction Proposals by the SPAC Stockholders (the “SPAC Board Recommendation”). SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the SPAC Stockholders at the SPAC Stockholders’ Meeting, including by soliciting proxies as promptly as practicable in accordance with Applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Stockholders, and use its commercially reasonable efforts (without being obligated to pay any money, offer any economic accommodations or incur any obligation) to minimize redemptions of SPAC Class A Shares by SPAC Stockholders. Subject to the proviso in the following sentence, SPAC shall include the The SPAC Board Recommendation in the Proxy Statement. The board of directors of SPAC shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose modify in a manner adverse to change, withdraw, withhold, qualify or modifythe Company, the SPAC Board Recommendation (a “SPAC Change in Recommendation”); provided, however, that the board of directors of SPAC Board may make a SPAC Change in Recommendation prior in response to receipt of any material event, change, fact, condition, occurrence or circumstance (A) that does not relate to an Alternative Transaction and (B) (x) first occurring after the date hereof or (y) first actually known (and not constructively known) by the SPAC Stockholder Approval Board following the date hereof, if and it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by the extent it is required to do so by Applicable SPAC Board of its fiduciary obligations under applicable Law; provided, however, that for the avoidance SPAC Board may not make a Change in Recommendation unless SPAC notifies Seller in writing at least three Business Days before taking that action of doubtits intention to do so, it is hereby clarified and specifies the reasons therefor, and negotiates, and causes its financial and legal advisors to, negotiate with Seller in good faith during such three Business Day period (to the extent Seller seeks to negotiate) regarding any revisions to the terms of the Transactions proposed by Seller and, following such good faith negotiations, the SPAC Board determines in good faith, after consultation with its outside legal counsel, that the board of directors of SPAC shall not be entitled to exercise its rights a failure to make a SPAC Change in Recommendation pursuant would continue to this Section 8.1(b) as be reasonably expected to constitute a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC (any SPAC Change in Recommendation in accordance with the foregoing provisos, “Permitted SPAC Change in Recommendation”). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold breach by the SPAC Stockholders’ Meeting for the purpose Board of seeking approval from the SPAC Stockholders shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting and submit for the approval of the SPAC Stockholders the matters contemplated by the Proxy Statement as contemplated by this Section 8.1(b), regardless of whether or not there shall have occurred any SPAC Change in Recommendationits fiduciary obligations under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or may adjourn the SPAC Stockholders’ Meeting: Meeting (i1) to the extent required by Applicable Law, (ii) necessary to ensure that any required supplement or amendment to the Registration Statement / Proxy Statement that the board of directors of SPAC has determined in good faith is required by Applicable Law is disclosed provided to SPAC Stockholders with sufficient time prior to the SPAC Stockholders’ Meeting for SPAC Stockholders to consider the disclosures contained in such supplement or amendment; (iii) ifSPAC’s shareholders or, if as of the time for which the SPAC Stockholders’ Meeting is scheduled (as set forth in the Proxy Statement or its supplement), there are insufficient SPAC Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Stockholders’ Meeting; such meeting, (iv2) in order to solicit additional proxies from shareholders of SPAC Stockholders for purposes in favor of obtaining approval from the SPAC Stockholders adoption of each of the Transaction Proposals or (v) to continue to attempt to satisfy all conditions to Closing; provided that, the SPAC Stockholders’ Meeting is held no later than three (3) Business Days prior to the Outside Date; provided, further, that in the event of a postponement or adjournment, if the SPAC Stockholders’ Meeting shall be reconvened as promptly as practicable following Shareholder Redemption Amount is such time as the matter causing the postponement or adjournment has been resolved. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit SPAC, its board of directors or any committee thereof from making any disclosure to its stockholders that is required by Applicable Law or if SPAC’s board of directors determines, in good faith, after consultation with outside counsel, that the failure condition to take such action closing in Section 8.01(f) would reasonably not be expected to be inconsistent with its fiduciary duties under Applicable Law; provided that any such action that would otherwise constitute a SPAC Change in Recommendation shall be made only in compliance with the other provisions of this Section 8.1(b)satisfied.

SPAC Stockholders’ Meeting. (i) SPAC shall, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call and give notice of, convene and hold a meeting of SPAC Stockholders (the “SPAC Stockholders’ Meeting”), in each case in accordance with SPAC’s Organizational Documents and Applicable Law, solely for the purpose of (ix) providing SPAC Stockholders with the opportunity to redeem SPAC Class A Public Shares, (iiy) obtaining all requisite approvals and authorizations from the SPAC Stockholders in connection with the Transactions (including the SPAC Stockholder Approval) at the SPAC Stockholders’ Meeting and (iiiz) related and customary procedural and administrative matters. Other than any Permitted SPAC Change in Recommendation, SPAC shall, through unanimous (after the recusal of any conflicted directors) approval of its board of directors, recommend to the SPAC Stockholders the adoption and approval of the SPAC Transaction Proposals by the SPAC Stockholders (the “SPAC Board Recommendation”). SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the SPAC Stockholders at the SPAC Stockholders’ Meeting, including by soliciting proxies as promptly as practicable in accordance with Applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Stockholders, and use its commercially reasonable efforts (without being obligated to pay any money, offer any economic accommodations or incur any obligation) to minimize redemptions of SPAC Class A Public Shares by SPAC Stockholders. . (ii) Subject to the proviso provisos in the following sentence, SPAC shall include the SPAC Board Recommendation in the Proxy Statement. The board of directors of SPAC shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation (a “SPAC Change in Recommendation”); provided, that the board of directors of SPAC may make a SPAC Change in Recommendation prior to receipt of the SPAC Stockholder Approval if and to the extent it is required to do so by Applicable Law; provided, however, that for the avoidance of doubt, it is hereby clarified that the board of directors of SPAC shall not be entitled to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 8.1(b6.1(b) as a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC (any SPAC Change in Recommendation in accordance with the foregoing provisos, “Permitted SPAC Change in Recommendation”)SPAC. SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting for the purpose of seeking approval from the SPAC Stockholders shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting and submit for the approval of the SPAC Stockholders the matters contemplated by the Proxy Statement as contemplated by this Section 8.1(b6.1(b), regardless of whether or not there shall have occurred any SPAC Change in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, . (iii) SPAC shall be entitled to postpone or adjourn the SPAC Stockholders’ Meeting: (i) to the extent required by Applicable Law, ; (ii) to ensure that any supplement or amendment to the Proxy Statement that the board of directors of SPAC has determined in good faith is required by Applicable Law is disclosed to SPAC Stockholders with sufficient time prior to the SPAC Stockholders’ Meeting for SPAC Stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the SPAC Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement or its supplementStatement), there are insufficient SPAC Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Stockholders’ Meeting; (iv) in order to solicit additional proxies from SPAC Stockholders for purposes of obtaining approval from the SPAC Stockholders Stockholders; or (v) to continue to attempt to satisfy all conditions to Closing; provided provided, that, the SPAC Stockholders’ Meeting may not be adjourned or postponed to a date that is more than twenty (20) days after the date for which the SPAC Stockholders’ Meeting was originally scheduled (excluding any postponements or adjournments required by Applicable Law) without the prior written consent of the Company (except that the Company may not unreasonably fail to consent to one further extension if the Company determines the purpose of such extension is reasonable and the length of such extension is no more than five (5) additional days, which the parties have deemed to be reasonable), and provided the SPAC Stockholders’ Meeting is held no later than three four (34) Business Days prior to the Outside Date; provided, further, that in the event of a postponement or adjournment, adjournment the SPAC Stockholders’ Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit SPAC, its board of directors or any committee thereof from making any disclosure to its stockholders that is required by Applicable Law or if SPAC’s board of directors determines, in good faith, after consultation with outside counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law; provided that any such action that would otherwise constitute a SPAC Change in Recommendation shall be made only in compliance with the other provisions of this Section 8.1(b).

SPAC Stockholders’ Meeting. SPAC shall, shall call and hold the SPAC Stockholders’ Meeting as promptly as practicable following the date clearance of the Registration Proxy Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call and give notice of, convene and hold a meeting of SPAC Stockholders (the “SPAC Stockholders’ Meeting”), in each case in accordance with SPAC’s Organizational Documents and Applicable Law, solely for the purpose of voting solely upon the SPAC Proposals; provided that SPAC may (i) providing SPAC Stockholders with or, upon the opportunity receipt of a reasonable request to redeem SPAC Class A Shares, (ii) obtaining all requisite approvals and authorizations do so from the SPAC Stockholders in connection with the Transactions (including the SPAC Stockholder ApprovalCompany, shall) at postpone or adjourn the SPAC Stockholders’ Meeting and (iii) related and customary procedural and administrative matters. Other than any Permitted SPAC Change on one or more occasions for up to 45 days in Recommendation, SPAC shall, through unanimous approval of its board of directors, recommend the aggregate to the SPAC Stockholders the adoption and extent that such postponement or adjournment is reasonably necessary to solicit additional proxies to obtain approval of the SPAC Transaction Proposals by the SPAC Stockholders (the “SPAC Board Recommendation”)or otherwise take actions consistent with SPAC’s obligations pursuant to Section 6.10 of this Agreement. SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the approval of the SPAC Stockholders Proposals at the SPAC Stockholders’ Meeting, including by soliciting from its stockholders proxies as promptly as practicable possible in accordance with Applicable Law for the purpose favor of seeking such approvals and authorizations from the SPAC StockholdersProposals, and use shall take all other action necessary or advisable to secure the required vote or consent of its commercially reasonable efforts (without being obligated stockholders. The SPAC Board shall recommend to pay any money, offer any economic accommodations or incur any obligation) to minimize redemptions of its stockholders that they approve the SPAC Class A Shares by SPAC Stockholders. Subject to the proviso in the following sentence, SPAC Proposals and shall include the SPAC Board Recommendation such recommendation in the Proxy Statement. The board of directors of Notwithstanding the foregoing, if the SPAC shall not (and no committee Board, after consultation with its outside legal counsel, determines in good faith that failure to withdraw or subgroup thereof shall) changemodify its recommendation would be inconsistent with its fiduciary duties to SPAC’s stockholders under applicable Law, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, then the SPAC Board Recommendation may withdraw or modify its recommendation in the Proxy Statement so long as SPAC (a “SPAC Change in Recommendation”); provided, that the board of directors of SPAC may make a SPAC Change in Recommendation prior to receipt of the SPAC Stockholder Approval if and to the extent it is required to do so by Applicable Law; provided, however, that lawful and reasonably practicable) first provides the Company with at least 48 hours advance written notice of such withdrawal or modification and the reason for the avoidance of doubt, it is hereby clarified that the board of directors of such withdrawal or modification. SPAC shall not be entitled to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 8.1(b) as a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC (any SPAC Change in Recommendation in accordance with the foregoing provisos, “Permitted SPAC Change in Recommendation”). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting for the purpose of seeking approval from the SPAC Stockholders shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting and submit for the approval of the SPAC Stockholders the keep Holdings reasonably informed on all matters contemplated by the Proxy Statement as contemplated by this Section 8.1(b), regardless of whether or not there shall have occurred any SPAC Change in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the SPAC Stockholders’ Meeting: (i) to the extent required by Applicable Law, (ii) to ensure that any supplement or amendment to the Proxy Statement that the board of directors of SPAC has determined in good faith is required by Applicable Law is disclosed to SPAC Stockholders with sufficient time prior related to the SPAC Stockholders’ Meeting for SPAC Stockholders to consider (including the disclosures contained exercise of any Redemption Rights in such supplement or amendment; (iii) if, as of the time for which the SPAC Stockholders’ Meeting is scheduled (as set forth in the Proxy Statement or its supplement), there are insufficient SPAC Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Stockholders’ Meeting; (iv) in order to solicit additional proxies from SPAC Stockholders for purposes of obtaining approval from the SPAC Stockholders or (v) to continue to attempt to satisfy all conditions to Closing; provided that, the SPAC Stockholders’ Meeting is held no later than three (3) Business Days prior to the Outside Date; provided, further, that in the event of a postponement or adjournment, the SPAC Stockholders’ Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit SPAC, its board of directors or any committee thereof from making any disclosure to its stockholders that is required by Applicable Law or if SPAC’s board of directors determines, in good faith, after consultation with outside counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law; provided that any such action that would otherwise constitute a SPAC Change in Recommendation shall be made only in compliance with the other provisions of this Section 8.1(bconnection therewith).

SPAC Stockholders’ Meeting. SPAC shall: (i) take all action necessary under applicable Law and the SPAC Organizational Documents to call, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call and give notice of, convene and hold a meeting of SPAC Stockholders its shareholders (the “SPAC Stockholders’ Meeting”), in each case ) to seek (A) adoption and approval of the Merger and this Agreement by the holders of shares of SPAC Common Stock in accordance with SPAC’s Organizational Documents applicable Law and Applicable Law, solely for the purpose of (i) providing SPAC Stockholders with the opportunity to redeem SPAC Class A Sharesexchange rules and regulations, (iiB) obtaining all requisite approvals and authorizations from the adjournment of the SPAC Stockholders Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing and (C) approval of any other proposals reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the Transactions transactions contemplated hereby (including such proposals in clauses (A) through (C), together, the “Transaction Proposals”), which SPAC Stockholder ApprovalStockholders’ Meeting shall be held as promptly as reasonably practicable following the date the Registration Statement / Proxy Statement is declared effective by the SEC (and conditioned upon such declaration of effectiveness); and (ii) submit the Transaction Proposals to, and use its reasonable best efforts to solicit proxies in favor of such Transaction Proposals from, such holders at the SPAC Stockholders’ Meeting and (iii) related and customary procedural and administrative mattersMeeting. Other than any Permitted SPAC Change in Recommendation, SPAC shall, through unanimous approval of its board of directorsthe SPAC Board, recommend include a statement in the Registration Statement / Proxy Statement to the effect that the SPAC Stockholders the adoption and approval Board recommends that SPAC’s shareholders vote in favor of the SPAC Transaction Proposals by the SPAC Stockholders (the “SPAC Board Recommendation”). SPAC shall use its reasonable best efforts to obtain such approvals and authorizations from the SPAC Stockholders at the SPAC Stockholders’ Meeting, including by soliciting proxies as promptly as practicable in accordance with Applicable Law for the purpose of seeking such approvals and authorizations from the SPAC Stockholders, and use its commercially reasonable efforts (without being obligated to pay any money, offer any economic accommodations or incur any obligation) to minimize redemptions of SPAC Class A Shares by SPAC Stockholders. Subject to the proviso in the following sentence, SPAC shall include the The SPAC Board Recommendation in the Proxy Statement. The board of directors of SPAC shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose modify in a manner adverse to change, withdraw, withhold, qualify or modifythe Company, the SPAC Board Recommendation (a “SPAC Change in Recommendation”); provided, that however, that, at any time prior to obtaining the board of directors of SPAC Stockholder Approval, the SPAC Board may make a SPAC Change in Recommendation prior in response to receipt of any material event, change, fact, condition, occurrence or circumstance (A) that does not relate to an Alternative Transaction and (B) (x) first occurring after the date hereof or (y) first actually or constructively known by the SPAC Stockholder Approval Board following the date hereof, if and it determines in good faith, after consultation with its outside legal counsel, that a failure to make such Change in Recommendation would constitute a breach by the extent it is required to do so by Applicable LawSPAC Board of its fiduciary obligations under applicable Law (an “Intervening Event”); provided, however, that for the avoidance SPAC Board may not make a Change in Recommendation unless SPAC notifies the Company in writing at least five (5) Business Days before taking that action of doubtits intention to do so (such period from the time the Intervening Event notice is delivered until 5:00 p.m., New York time on the fifth (5th) Business Day from the date of such notice, it is hereby clarified being understood that any material development with respect to such Intervening Event shall require a new notice with an additional four (4) Business Day period from the date of such notice), and specifies the reasons therefor, and negotiates, and causes its financial and legal advisors to negotiate, with the Company in good faith during the applicable notice period (to the extent the Company seeks to negotiate) regarding any revisions to the terms of the Transactions proposed by the Company so as to obviate the need for a Change in Recommendation and, following such good faith negotiations, the SPAC Board determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would continue to constitute a breach by the SPAC Board of its fiduciary obligations under applicable Law, provided further, that the board of directors of SPAC following events shall not be entitled taken into account for purposes of determining whether an Intervening Event occurred: (I) any change in the price or trading volume of SPAC Class A Common Stock; and (II) the Company meeting, failing to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 8.1(b) as a result of an offer, proposal meet or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC (any SPAC Change in Recommendation in accordance with the foregoing provisos, “Permitted SPAC Change in Recommendation”). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting for the purpose of seeking approval from the SPAC Stockholders shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Stockholders’ Meeting and submit for the approval of the SPAC Stockholders the matters contemplated by the Proxy Statement as contemplated by this Section 8.1(b), regardless of whether or not there shall have occurred any SPAC Change in Recommendationexceeding projections. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or may adjourn the SPAC Stockholders’ Meeting: Meeting (i1) to the extent required by Applicable Law, (ii) necessary to ensure that any required supplement or amendment to the Registration Statement / Proxy Statement that the board of directors of SPAC has determined in good faith is required by Applicable Law is disclosed provided to SPAC Stockholders with sufficient time prior to the SPAC Stockholders’ Meeting for SPAC Stockholders to consider the disclosures contained in such supplement or amendment; (iii) ifSPAC’s shareholders or, if as of the time for which the SPAC Stockholders’ Meeting is scheduled (as set forth in the Proxy Statement or its supplement), there are insufficient SPAC Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the SPAC Stockholders’ Meeting; such meeting, (iv2) in order to solicit additional proxies from shareholders of SPAC Stockholders for purposes in favor of obtaining approval from the SPAC Stockholders adoption of each of the Transaction Proposals or (v) to continue to attempt to satisfy all conditions to Closing; provided that, the SPAC Stockholders’ Meeting is held no later than three (3) Business Days prior to the Outside Date; provided, further, that in the event of a postponement or adjournment, if the SPAC Stockholders’ Meeting shall be reconvened as promptly as practicable following Shareholder Redemption Amount is such time as the matter causing the postponement or adjournment has been resolved. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit SPAC, its board of directors or any committee thereof from making any disclosure to its stockholders that is required by Applicable Law or if SPAC’s board of directors determines, in good faith, after consultation with outside counsel, that the failure condition to take such action closing in Section 9.03(e) would reasonably not be expected to be inconsistent with its fiduciary duties under Applicable Law; provided that any such action that would otherwise constitute a SPAC Change in Recommendation shall be made only in compliance with the other provisions of this Section 8.1(b)satisfied.