Sponsor Agreements. (a) At any duly called meeting of the shareholders of Acquiror or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Acquiror is sought, in each case, as contemplated by the Merger Agreement, Sponsor shall (i) appear at each such meeting or otherwise cause all of its Acquiror Pre-Transaction Common Stock to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Acquiror Pre-Transaction Common Stock:
(i) in favor of the Transaction Proposals, including the transactions contemplated by the Merger Agreement;
(ii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the Transaction Proposals, including the transactions contemplated by the Merger Agreement);
(iii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror;
(iv) against any change in the business, management or Board of Directors of Acquiror (in each case, other than the Transaction Proposals, including the transactions contemplated by the Merger Agreement); and
(v) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Acquiror or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Section 9.1 or 9.3 of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acquiror. Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.
(b) Subject to Article II hereof, Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated January 12, 2021, by and between Acquiror and Sponsor (the “Insider Letter”), including the obligations of Sponsor pursuant to Section 2 therein to not redeem any Acquiror Pre-Transaction...
Sponsor Agreements. At any meeting of the shareholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, Sponsor irrevocably and unconditionally agrees that it shall (i) appear at each such meeting or otherwise cause all of its Subject Securities to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities:
Sponsor Agreements. The Investor Shareholders hereby agree to cause Onex and Baring to terminate each of the Consulting Services Agreements in accordance with Section 8.04 of the Merger Agreement.
Sponsor Agreements. (a) Hereafter until the Expiration Time, at any meeting of the holders of dMY Common Stock (or any adjournment or postponement thereof), or in any other circumstance in which the vote, consent or other approval of the holders of dMY Common Stock is sought, each dMY Holder shall vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its, his, or her dMY Voting Shares:
(i) against any business combination agreement or merger (other than the Share Purchase Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by dMY;
(ii) against any proposal, action or agreement that would (A) materially impede, frustrate, prevent or nullify any provision of this Agreement, the Share Purchase Agreement or the Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of dMY under the Share Purchase Agreement or (C) result in any of the conditions set forth in Article VIII or Section 2.2 of the Share Purchase Agreement not being fulfilled.
(b) Hereafter until the Expiration Time, each dMY Holder hereby unconditionally and irrevocably agrees that such dMY Holder, as applicable, shall:
(i) not commit or agree to take any action inconsistent with the foregoing covenants set forth in Section 1.05(a); and
(ii) not redeem any shares of dMY Common Stock owned by such dMY Holder in connection with the Redemption Offer.
Sponsor Agreements. (a) At any meeting of the shareholders of BCSA or warrantholders of BCSA, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of BCSA or warrantholders of BCSA is sought (including any action by written resolution), Sponsor shall (x) appear at each such meeting or otherwise cause all of its Subject Securities entitled to vote, and any other BCSA Shares or BCSA Warrants that Sponsor has the right to vote, to be counted as present thereat for purposes of calculating a quorum and (y) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of Sponsor’s Subject Securities, BCSA Shares or BCSA Warrants:
(i) in favor of the each of the Transaction Proposals and the BCSA Warrantholder Approval (or any sub-matter or actions in furtherance thereof);
(ii) in favor of any proposal to adjourn or postpone the applicable meeting to a later date if and only if there are not sufficient votes for the approval of the Transaction Proposals or the BCSA Warrantholder Approval (or any sub-matter or actions in furtherance thereof) and any other matters required to be approved as set forth in the Registration Statement / Proxy Statement on the date on which such meeting is held; and
(iii) against any proposal, action, transaction or agreement that would or would reasonably be expected to (A) delay, postpone, impede, frustrate, prevent or nullify any provision of this Sponsor Agreement, the Business Combination Agreement, any other Ancillary Document, or the Transactions, including the Merger or the Warrant Amendment, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of BCSA under the Business Combination Agreement or any other Ancillary Document, (C) result in any of the conditions set forth in Article 6 of the Business Combination Agreement not being fulfilled, (D) amend the Pre-Closing BCSA Governing Documents (other than any amendments the sole effect of which would be to extend the Completion Date), including any change in any manner to the dividend policy or capitalization of, including the voting rights of any class of capital stock of, BCSA, (E) result in a business combination agreement or merger (other than the Business Combination Agreement and the Merger), consolidation, combination, sale of substantial assets, reorg...
Sponsor Agreements. The Sponsor shall execute and deliver to the Lender concurrently with the execution and delivery of this Agreement, the Sponsor Guaranty.
Sponsor Agreements. (a) At any duly called meeting of the shareholders of Rigel or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Rigel is sought, in each case, as contemplated by the Business Combination Agreement, each Sponsor shall (x) appear at each such meeting or otherwise cause all of its Voting Shares to be counted as present thereat for purposes of establishing a quorum and (y) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of the Voting Shares that he, she or it “beneficially owns”:
(i) in favor of (A) the Business Combination Agreement and the Transactions, (B) any proposal to adjourn or postpone such meeting of shareholders of Rigel to a later date if there are not sufficient votes to approve the Business Combination Agreement or the Transactions and (C) any other matter reasonably necessary to the consummation of the Transactions and considered and voted upon by the shareholders of Rxxxx;
(ii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the Transactions);
(iii) against any proposal or offer from any Person (other than the Target Companies or any of their respective Affiliates) concerning (A) any transaction agreement (other than the Business Combination Agreement), merger, consolidation, combination, share exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by, or other business combination transaction involving Rigel (B) the issuance or acquisition of shares of capital stock or other equity securities of Rigel or (C) the sale, lease, exchange or other disposition of any significant portion of Rigel’s properties or assets; and
(iv) against any proposal, action or agreement that could reasonably be expected to (A) prevent or materially impede, frustrate, inhibit, interfere with, delay, discourage or adversely affect the timely consummation of the Transactions or result in any of the conditions set forth in Section 11.02 (Additional Conditions to Obligations of Rigel, Newco and Merger Sub) of the Business Combination Agreement not being fulfilled, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Rigel, Newco or Merger Sub under the Business Combination
Sponsor Agreements. Concurrently with the execution of this Agreement, (i) the Sponsor Agreement is being amended by the parties thereto in substantially the form attached hereto as Exhibit C (the “Sponsor Agreement Amendment”), pursuant to which the Sponsor has agreed to vote all of its Acquiror Stock in favor of the Amendment Proposal, and (ii) the Sponsor has entered into that certain Sponsor Agreement in substantially the form attached hereto as Exhibit D (the “Sponsor Support Agreement”), dated as of the date hereof, with Acquiror and the Company, pursuant to which the Sponsor has agreed, immediately prior to the Effective Time, to transfer to Acquiror, surrender and forfeit, for no consideration, certain shares of Acquiror Pre-Transaction Sponsor Stock, in each case, upon the terms and subject to the conditions set forth therein.
Sponsor Agreements. At any meeting of the shareholders of Parent, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, Sponsor and each Insider shall (i) appear at each such meeting or otherwise cause all of its Parent Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Parent Shares:
Sponsor Agreements. Hereafter until the Expiration Time, each Sponsor hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of Acquiror (or any adjournment or postponement thereof), and in any action by written resolutions of the stockholders of Acquiror requested by the Board of Directors of Acquiror or otherwise undertaken as contemplated by the Transactions (which written resolutions shall be delivered promptly, and in any event within forty-eight (48) hours, after (x) the Proxy Statement/Registration Statement (as contemplated by the Business Combination Agreement) has been declared effective and has been delivered or otherwise made available (including on the Electronic Data Gathering, Analysis and Retrieval filing system of the SEC) to the stockholders of Acquiror and the shareholders of the Company, and (y) the Company or Acquiror requests such delivery), such Sponsor shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its, his or her Subject Shares (to the extent such Subject Shares have voting rights and are entitled to vote on or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and such Sponsor shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its, his or her Subject Shares (to the extent such Subject Shares have voting rights and are entitled to vote on or provide consent with respect to such matter):
(a) to approve and adopt the Business Combination Agreement, any document contemplated by the Business Combination Agreement and the Transactions;
(b) in any other circumstances upon which a resolution or other approval is required under the Acquiror Governing Documents or otherwise sought with respect to the Business Combination Agreement or the Transactions, in each case, to the extent necessary to consummate the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Sponsor’s Subject Shares held at such time in favor thereof;
(c) against and withhold consent with respect to any merger, purchase of all or substantially all of Acquiror’s assets or other business combination transaction (other than the Business Combination Agreement and the Transactions); and
(d) against any proposal, action or agreement that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Com...
