Common use of Support of the Merger Clause in Contracts

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 respect to the Equity Interests in connection with any matters, other than the matters set forth in Sections 3.1(a) and 3.1(b) above, and shall exercise their voting power on such matters to the extent permitted by law.

Support of the Merger. (a) 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 Shares and all limited partner interests in JQH LP that they own: (ai) in favor of the Merger, the Transaction and the Transaction Agreements for which stockholder or limited partner approval may be required; and (bii) 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(i) and 3.1(bor (ii) above, upon the execution and effectiveness of the written acceptance described in Section 6.1(a)(i) of this Agreement, 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 respect to the Equity Interests in connection with any matters, other than the matters set forth in Sections 3.1(a(i) and 3.1(bor (ii) above, and shall exercise their voting power on such matters to the extent permitted by law.