Support of the Merger. The Stockholders, jointly and severally, agree, to the extent permitted by law, prior to the termination of this Agreement in accordance with its terms, (i) to attend all meetings of the stockholders of JQH Inc., (ii) to retain all voting rights with respect to the Equity Interests (as defined in Section 4.2), and (iii) at every meeting of the stockholders of JQH Inc., however called, or every adjournment thereof, or in connection with any action by written consent by the stockholders of JQH Inc. or limited partners of JQH LP, to vote all of the shares of Class A common stock and Class B common stock of JQH Inc. owned by the Stockholders and all limited partner interests in JQH LP that they own:
(a) in favor of the Merger, the Transaction and the Transaction Agreements for which stockholder or limited partner approval may be required; and
(b) without regard to any recommendation from the Board of Directors of JQH Inc. to stockholders or limited partners, against any Competing Proposal (as defined in Section 3.3(a)) and any other action or agreement that would reasonably be expected to prevent, impede, adversely affect, compete with, interfere with, delay, postpone or discourage the Merger or the Transaction (or attempt to do any of the foregoing), including without limitation: (A) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving JQH Inc., JQH LP or any of their respective Subsidiaries, (B) a sale or transfer of a material amount of assets of JQH Inc., JQH LP or any of their respective Subsidiaries, or the issuance of any securities of JQH Inc., JQH LP or any of their respective Subsidiaries, (C) any change in the executive officers or the Board of Directors of JQH Inc., (D) any change in the present corporate or partnership structure or business of JQH Inc. or JQH LP or (E) except to the extent contemplated by any of the Transaction Agreements, any amendment to the constitutive documents of JQH Inc., JQH LP or any of their respective Subsidiaries. With respect to the matters set forth in Sections 3.1(a) and 3.1(b) above, the Stockholders hereby revoke any and all prior proxies given by the Stockholders with respect to the Equity Interests (the "Prior Proxies") and agree not to grant any subsequent proxies with respect to the Equity Interests until after the termination of this Agreement in accordance with its terms. The Stockholders shall retain their voting power with res...
Support of the Merger. (a) Prior to the Acceptance Time and as requested by Parent, the Company shall use its commercially reasonable efforts to assist Xxxxxx and Merger Sub with the preparation of an interim balance sheet as of June 30, 2023 or such later date as requested by Parent, which statement shall be audited by the Company’s statutory auditors after the Acceptance Time.
(b) Following the Acceptance Time and provided that at such time Parent directly or indirectly has acquired or controls at least 90% of the then outstanding Shares of the Company (excluding any Shares held by the Company or any of its Subsidiaries), the Company shall use its commercially reasonable efforts to support any action requested by Parent and Merger Sub, as may be required to prepare, launch or execute the Merger.
Support of the Merger. Until the Expiration Time, each Stockholder shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonable necessary to consummate the transactions contemplated by the Merger Agreement and shall not take any action that would reasonably be expected to materially delay or prevent the satisfaction of any of the conditions to the transactions contemplated by the Merger Agreement.
Support of the Merger. Prior to the Termination Date, the Sponsor shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to consummate the Merger and the other transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth therein and shall not take any action that would reasonably be expected to materially delay or prevent the satisfaction of any of the conditions to the Merger set forth in Article IX of the Merger Agreement.
Support of the Merger. During the Voting Period, each Stockholder shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to consummate the Transactions and shall not take any action that would reasonably be expected to materially delay or prevent the satisfaction of any of the conditions to the consummation of the Transactions.
Support of the Merger. From the date of this Agreement until the earlier of (a) the Closing Date or (b) the termination of this Agreement pursuant to Article VIII the Principal Stockholders will not, directly or indirectly, sell, transfer, pledge or otherwise dispose of, or grant a proxy (other than a proxy to approve this Agreement and the transactions contemplated hereby and to consent to provide that this Agreement and the transactions contemplated hereby shall not constitute a Liquidation Event for purposes of the Series A Designations) with respect to, any Outstanding Shares beneficially owned by each of them to any person other than Parent or its designee, or grant an option with respect to any of the foregoing, or enter into any other agreement or arrangement with respect to any of the foregoing.
Support of the Merger. Prior to the Termination Date, the Sponsor shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to consummate the Merger and the other transactions contemplated by the BCA on the terms and subject to the conditions set forth therein and shall not take any action that would reasonably be expected to delay or prevent the satisfaction of any of the conditions to the Merger and the other transactions contemplated by the BCA set forth in Article VI of the BCA.
Support of the Merger. Each Existing Principal Shareholder will vote all of its Outstanding Shares in favor of the Merger. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII, (i) each Existing Principal Shareholder agrees it will not sell, transfer, pledge or otherwise dispose of any Outstanding Shares owned by such Existing Principal Shareholder to any Person other than Parent or its designee, or grant an option with respect to any of the foregoing, unless the transferee of such Outstanding Shares (a) is already a Party to this Agreement or (b) executes and delivers to the Company and Parent an Addendum Agreement in the form attached hereto as Exhibit A and (ii) each Recapitalizing Shareholder agrees it will not sell, transfer, pledge or otherwise dispose of any Converting Interests or Outstanding Shares owned by such Recapitalizing Shareholder to any Person other than Parent or any of its Subsidiaries or its designee, or grant an option with respect to any of the foregoing, unless the transferee of such Converting Interests (a) is already a Party to this Agreement or (b) executes and delivers to the Company and Parent an Addendum Agreement in the form attached hereto as Exhibit A.
Support of the Merger. Prior to the Termination Date, such Founder Holder shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonable necessary to consummate the Merger and the other Transactions on the terms and subject to the conditions applicable thereto and shall not take any action that would reasonably be expected to materially delay or prevent the satisfaction of any of the conditions to the Merger and the Transactions set forth under the Merger Agreement.
Support of the Merger. (a) From the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3, the Sponsor will not, and the Sponsor will instruct and use reasonable best efforts to cause its Representatives not to, (A) make any proposal or offer that constitutes a Business Combination Proposal, (B) initiate, solicit, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, any Person with respect to a Business Combination Proposal (other than to inform such Person of the Sponsor’s obligations pursuant to this Section 1.11(a)) or (C) enter into any acquisition agreement, business combination agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, in each case, other than to or with the Company and its Representatives. From and after the date hereof, the Sponsor will, and will instruct and cause its Representatives, its Affiliates and their respective Representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to a Business Combination Proposal (other than the Company and its Representatives).
(b) From the date hereof until the valid termination of this Agreement, the Sponsor will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to consummate the Merger and the other transactions contemplated by the Merger Agreement, in each case, on the terms and subject to the conditions set forth therein (provided that this sentence will not require the Sponsor to pay any monetary amount or make any financial accommodation or concession), and will not take any action that would reasonably be expected to materially delay, materially impede or prevent the satisfaction of any of the conditions to the Merger set forth in Article X (Conditions to Obligations) of the Merger Agreement.
