Stockholder Support Agreement. The Stockholder Support Agreement shall be in full force and effect, and no Key Company Stockholder shall have attempted to repudiate or disclaim any of its or his obligations thereunder.
Stockholder Support Agreement. The Company has delivered to BAC a true, correct and complete copy of the Stockholder Support Agreement. The Stockholder Support Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and, to the knowledge of the Company, no withdrawal, termination, amendment or modification is contemplated. The Stockholder Support Agreement is a legal, valid and binding obligation of the stockholders of the Company thereto and neither the execution or delivery by any party thereto of, nor the performance of any party’s obligations under, the Stockholder Support Agreement violates any provision of, or results in the breach of or default under, or requires any filing, registration or qualification under, any applicable Law in any material respect. To the knowledge of the Company, no event has occurred that, with or without notice, lapse of time or both, would constitute a material default or material breach on the part of any stockholders of the Company under any term or condition of the Stockholder Support Agreement. The parties to the Stockholder Support Agreement will hold a number of shares of the Company sufficient to provide the Company Requisite Approval.
Stockholder Support Agreement. In connection with the execution of the Merger Agreement, Legacy iLearningEngines’ stockholders holding sufficient shares of iLearningEngines common stock to meet the Requisite Approval entered into support agreements (collectively, the “iLearningEngines Support Agreements”) with ARRW and Legacy iLearningEngines, pursuant to which, among other things, such stockholders of Legacy iLearningEngines agreed to: (i) not transfer, arrange to transfer or announce any transfer of any Legacy iLearningEngines shares such stockholders holds or may acquire, other than transfers to other stockholders of Legacy iLearningEngines that are party to the iLearningEngines Support Agreements, transfers for estate planning purposes or pursuant to intestacy laws, transfers that are a distribution to partners, members or affiliates of such stockholder or transfers of Incentive Shares; (ii) approve and adopt the Merger Agreement, the ancillary agreements thereto and the transactions contemplated thereby; (iii) vote against or withhold consent with respect to any merger, purchase of all or substantially all of Legacy iLearningEngines’ assets or other business combination transactions other than the Business Combination; (iv) vote against or withhold consent with respect to any proposal, action or agreement that would impede or frustrate the Business Combination, result in a breach of any representation, warranty or covenant in the Merger Agreement or result in a condition to the Business Combination being unfulfilled; (v) not commence or join any class in a class action challenging the validity of the Business Combination or alleging a breach of fiduciary duty by any person in connection with the Business Combination; and (vi) waive dissenters’ rights, appraisal rights or similar rights under Delaware law. The iLearningEngines Support Agreements will terminate upon the earliest to occur of: (i) the effective time of the Merger Agreement; (ii) the termination of the Merger Agreement; and (iii) as to each Legacy iLearningEngines stockholder a party thereto, upon the written agreement of ARRW, Legacy iLearningEngines and such Legacy iLearningEngines stockholder. The foregoing description of the iLearningEngines Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the iLearningEngines Support Agreements, the form of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. S...
Stockholder Support Agreement. On September 8, 2021, Novus, Energy Vault and certain stockholders of Energy Vault entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”) pursuant to which such stockholders agreed to vote all of their shares of Energy Vault Common Stock and Energy Vault Preferred Stock in favor of the approval and adoption of the Proposed Transactions. Additionally, such stockholders have agreed, among other things, not to (a) transfer any of their shares of Energy Vault Common Stock and Energy Vault Preferred Stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement.
Stockholder Support Agreement. Within forty-eight (48) hours of the date of this Agreement, the Company will deliver to Parent an executed copy of the Stockholder Support Agreement duly executed by the Key Company Stockholders.
Stockholder Support Agreement. Parent will have delivered the Stockholder Support Agreement duly executed by the Key Parent Stockholders.
Stockholder Support Agreement. On the date of this Agreement, the holder of the Company Preferred Stock and a majority of the Company Common Stock shall have duly executed the Stockholder Support Agreement, and the Company shall have delivered same to Buyer.
Stockholder Support Agreement. Concurrently with the execution of this Agreement, the Sellers shall execute the Stockholder Support Agreement, attached hereto as Exhibit A (the “Support Agreement”).
Stockholder Support Agreement. In connection with the execution of the Merger Agreement, Parent entered into tender and support agreements (each a “Stockholder Support Agreement” and, collectively, the “Stockholder Support Agreements”) with Xxxxx Xxxxxxxxxxx, Ph.D. and JPMP Capital Corp. and its affiliates, pursuant to which, as of June 23, 2008, such stockholders have agreed, among other things, to (a) tender, within ten (10) business days from the date hereof, all Shares beneficially owned by them (whether currently held or later acquired) in the Offer and not to withdraw such Shares unless the Offer is or the Stockholder Support Agreements are terminated and (b) vote such Shares (i) in favor of approval of the Merger Agreement and each of the transactions contemplated thereby, (ii) against any action or agreement submitted for approval of the stockholders of Barrier that Parent has notified such stockholders in advance that such proposed action is or would reasonably be expected to result in any of the conditions to the obligations of Barrier under the Merger Agreement or of the stockholders party to the Stockholder Support Agreements, (iii) against any action, agreement or transaction submitted for approval to the stockholders of Barrier that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the timely consummation of the Offer or the Merger, and (iv) against any other action, agreement or transaction submitted for approval to the stockholders of Barrier that would constitute a competing Takeover Proposal (as defined below) unless such Stockholder Support Agreement is otherwise terminated. Based on information provided by Xxxxxxx in the Merger Agreement and the stockholders who are a party to the Stockholder Support Agreements, an aggregate of approximately 9.3% of the outstanding Shares as of June 16, 2008, are subject to the Stockholder Support Agreements.
Stockholder Support Agreement. Each of the Buyer Principal Stockholders will execute and deliver at the Closing a Stockholder Support Agreement in the form of Exhibit B pursuant to which they will agree to vote in favor of (i) the Merger, (ii) the amendment of the Buyer Articles of Incorporation to (x) effectuate the Buyer Post Closing Reverse Stock Split, and (y) change the name of Buyer to Regeneca International Inc. Buyer will use commercially reasonable efforts to cause other Buyer stockholders owning in the aggregate not less than 50% of the voting capital stock of Buyer to execute and deliver the Stockholder Support Agreement.
