Common use of Stockholder Agreements Clause in Contracts

Stockholder Agreements. The Primary Stockholder hereby covenants and agrees that: (i) it will not sell any Registrable Securities under the Registration Statement until it has received notice from Parent that the Registration Statement and any post-effective amendments thereto have become effective; provided that Parent shall notify the Primary Stockholder promptly when the Registration Statement and any post-effective amendments thereto have become effective; (ii) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with the sales of Registrable Securities pursuant to the Registration Statement; (iii) it shall promptly furnish to Parent such information regarding the Primary Stockholder, the Registrable Securities held by it and the distribution proposed by the Primary Stockholder as Parent may reasonably request and shall otherwise cooperate with Parent to the extent such information or cooperation is required in connection with any registration, qualification or compliance referred to in this Agreement; and (iv) it shall notify Parent as promptly as practicable of any inaccuracy or change in information previously furnished to Parent or of the happening of any event, in either case as a result of which any prospectus relating to such registration contains an untrue statement of a material fact regarding the Primary Stockholder or the distribution of the Registrable Securities or omits to state any material fact regarding the Primary Stockholder or the distribution of the Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to furnish to Parent promptly any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to the Primary Stockholder or the distribution of the Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Stockholder Agreements. The Primary Hereafter until the Expiration Time, each Company Stockholder hereby covenants unconditionally and irrevocably agrees that, at any meeting of the Stockholders of the Company (or any adjournment or postponement thereof), in each case whether held in person or held in virtual format, and in any action by written consent of the Stockholders of the Company requested by the board of directors of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within three Business Days, after the Registration Statement (as contemplated by the Business Combination Agreement) is declared effective under the Securities Act), such Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented) covering, in person or by proxy, all of its Subject Shares: (ia) it will not sell any Registrable Securities under to approve and adopt the Registration Statement until it has received notice from Parent that Business Combination Agreement and the Registration Statement and any post-effective amendments thereto have become effective; provided that Parent shall notify Transactions, including the Primary Stockholder promptly when the Registration Statement and any post-effective amendments thereto have become effectiveMergers; (iib) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with the sales of Registrable Securities pursuant to the Registration Statement; (iii) it shall promptly furnish to Parent such information regarding the Primary Stockholder, the Registrable Securities held by it and the distribution proposed by the Primary Stockholder as Parent may reasonably request and shall otherwise cooperate with Parent to the extent such information Company Stockholder’s Subject Shares include shares of Company Preferred Stock, to authorize and approve the Company Preferred Stock Conversion; (c) in any other circumstances upon which a consent or cooperation other approval is required or sought under the Company Charter or otherwise sought with respect to the Business Combination Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Stockholder’s Subject Shares held at such time in connection favor thereof; (d) against and withhold consent with respect to the entry into or consummation of any registration, qualification or compliance referred to Acquisition Proposal (in this Agreementeach case other than the Business Combination Agreement and the Transactions); and (ive) it shall notify Parent as promptly as practicable against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the Transactions, including the Mergers and the Company Preferred Stock Conversion, (ii) result in a breach in any respect of any inaccuracy covenant, representation, warranty or change in information previously furnished to Parent any other obligation or agreement of the happening of Company under the Business Combination Agreement or (iii) result in any event, in either case as a result of which any prospectus relating to such registration contains an untrue statement of a material fact regarding the Primary Stockholder or the distribution of the Registrable Securities or omits to state any material fact regarding the Primary Stockholder or the distribution conditions set forth in Article 9 of the Registrable Securities required to be stated therein or necessary to make the statements thereinBusiness Combination Agreement not being fulfilled; provided, in the light of the circumstances under which they were madehowever, not misleading, and to furnish to Parent promptly any additional information required to correct and update any previously furnished information or required such that such prospectus Company Stockholder shall not contain, vote or provide consent with respect to any of its Subject Shares that are not held by the Primary Stockholder Company’s directors, officers, affiliates or the distribution greater than 5% shareholders of the Registrable SecuritiesCompany, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereintake any other action, in each case to the light of extent any such vote, consent or other action would preclude Parent from filing the circumstances under which they were made, Registration Statement with the SEC as contemplated by the Business Combination Agreement. Each Company Stockholder hereby agrees that it shall not misleadingcommit or agree to take any action inconsistent with the foregoing prior to the Expiration Time.