Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Merger.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall each cause their respective Subsidiaries Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or its Subsidiaries; Company, and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Sub or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.08, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, each of the Acquiror Parties and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquirorthe Acquiror Parties, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions (which shall include, including for the avoidance of doubt, any required consents and approvals of third parties to material Contracts with set forth on Section 5.04(c) of the Company Disclosure Letter that the Company and the Acquiror mutually agree are to be obtained prior to Closing (but shall not include any other consents or its Subsidiariesapprovals set forth on Section 5.04(c) of the Company Disclosure Letter)); and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Pubco, Corp Merger Sub, LLC Merger Sub, the Company or the Company’s any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. (a) Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations reaffirmations, and applications described in Section 6.03 and Section 7.01, respectively8.8, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare prepare, and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; Company, (c) use commercially reasonable efforts to obtain any financing required for satisfaction of the condition precedent to Closing set forth in Section 9.3(f), and (cd) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations authorizations, or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company PGHL and Acquiror FTAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.02, Acquiror FTAC and the Company PGHL shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorFTAC, the Company PGHL, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including provided that, PGHL and the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to material Material Contracts with the Company or its Subsidiaries; Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by PGHL and FTAC, and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorFTAC, PGHL, the Company, Merger Sub, the Company Sub or the Company’s any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company PGHL or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI ARTICLE VII or Article VIIARTICLE VIII, including the obligations of the Company and Acquiror Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) , use their commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions; (b) use commercially reasonable efforts to obtain all material consents and approvals of of, and provide notice to, third parties that any of AcquirorBuyer, the Company Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the MergerTransactions; provided, including that the Company shall not be required to seek any such required consents or approvals of parties third-party counterparties to material Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of thirty day notice of termination by a party thereto unless otherwise agreed in writing by the Company or its Subsidiariesand Buyer; and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX the other Parties set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicablepracticable (including providing any reasonable and customary certifications, negative assurance letters, auditor comfort letters and other materials necessary to permit another Party to comply with its obligations to any underwriter, capital markets advisor or financial advisor of any Party in connection with Transactions). Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the any Buyer Party or any Acquired Company or the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the any Acquired Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions, except as otherwise provided herein.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or any of its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Sub or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.017.03, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror and the Company shall each, and each shall each cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental governmental, regulatory and regulatory other consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, the Group Companies or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided that, including to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of parties third-party counterparties to material Material Contracts with the Company Company, its Subsidiaries or its Subsidiaries; any Group Company, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company, any of its Subsidiaries, or any Group Company or the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or Company, any of its Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI V or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01VI, Acquiror and the Company Sellers shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Sellers or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; transactions contemplated hereby and (c) take such other action actions as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the any Sellers or any Company or the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby pursuant to the terms of any Contract to which such Company is a party. Notwithstanding anything to the Company contrary in this Agreement, in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby, Seller and its Affiliates shall not give any undertakings, make any commitments or enter into any agreements (other than in each case as part of confirming the continued existence of the Contract, Permit or other regulatory consent, authorization or approval) binding upon Acquiror or any of its Subsidiaries is a party Affiliates, including, after the Closing, the Companies, without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or otherwise in connection with the consummation of the Mergerdelayed).

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) Subject to the other terms and conditions of this Agreement, Buyer and Sellers shall use commercially reasonable efforts to assemble(i) take, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company or cause their respective Affiliates are required to obtain promptly take, and to do, or cause to be done promptly, all actions necessary, proper or advisable in order to consummate and make effective the Mergertransactions contemplated by this Agreement, including any required approvals of parties or to material Contracts assist and cooperate with the Company other Parties in doing or its Subsidiaries; causing to be done the same, and (cii) to take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX ARTICLE VII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding . (b) Sellers shall use commercially reasonable efforts, and Buyer shall, and shall cause its Affiliates to, cooperate with Sellers to the foregoingextent commercially reasonable to do so, to give at the earliest practicable date all notices and obtain at the earliest practicable date all consents and approvals, in no event shall Acquiroreach case, Merger Subthat would be required as a result of, or to consummate, the Company transactions contemplated by this Agreement, including the notices, consents and approvals set forth on or required to be set forth on Schedule 3.4; provided, that Sellers shall distribute all such required notices and requests for consent no later than five (5) Business Days following the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms date of any Contract to which the Company or this Agreement; provided further that none of Buyer nor any of its Subsidiaries is Affiliates shall be required to satisfy any portion of a party fee or payment, or incur any expense, necessary to obtain such consent or approval, other than de minimis administrative fees and expenses. (c) Except as otherwise expressly set forth herein, each Party shall be solely responsible for its own costs and fees payable to any Governmental Authority or other Person in connection with the consummation of the Mergertransactions contemplated by this Agreement.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions; (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company BCG and Acquiror Avalon with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.02, Acquiror Avalon and the Company BCG shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorAvalon, the Company BCG, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including provided that, BCG shall not be required to seek any such required consents or approvals of parties third party counterparties to material Material Contracts with the Company or its Subsidiaries; Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by BCG and Avalon, and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorAvalon, BCG, Merger Sub, the Company Sub or the Company’s any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company BCG or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI ARTICLE VIII or Article VIIARTICLE IX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 8.03 and Section 7.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.01, Acquiror Acquiror, Holdings and the Company shall each, and shall each cause their respective Subsidiaries to: (a) to use commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided that, including Holdings and the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to material Material Contracts with the Company or its Subsidiaries; Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and Acquiror, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX any other Party set forth in ARTICLE XI or otherwise to comply with this Agreement and to consummate and make effective the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Holdings, the Company or the Company’s any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions. Without breach of any representation, warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company, Holdings or any of their respective Subsidiaries and Affiliates may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Common Stock at any time prior to the Closing; provided that, the Company and Holdings shall cause all shares so acquired that are owned by the Company, Holdings or any of their respective Subsidiaries or Affiliates as of the record date established pursuant to Section 10.02(b) to be voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: to use reasonable best efforts to (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company or their respective Affiliates are is required to obtain in order to consummate the MergerTransactions, including any required consents and approvals of parties to material Contracts with the Company or its Subsidiaries; Subsidiaries in each case of this clause (b) as the other parties hereto may request, and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicablereasonably practicable and in accordance with all applicable Laws. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Sub or the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries or Acquiror is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI V or Article VIIVI, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 5.03 and Section 7.016.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.01, Acquiror and the Company shall each, and Acquiror shall each cause their respective Subsidiaries Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or its Subsidiaries; Company, and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Sub or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VIII or Article VIIIX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 8.03 and Section 7.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.01, Holdings, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Holdings, Delaware Merger Sub, Jersey Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 6.3 and Section 7.01, respectively7.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror but subject to the limitations set forth in Section 7.1(c), Buyer and the Company Seller shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company Seller, or their respective Affiliates are required to obtain in order to consummate the Mergertransactions contemplated by this Agreement, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company Seller or the Company’s any of its Subsidiaries be obligated to (and without the prior written consent of Buyer, none of Seller or any of its Subsidiaries shall) bear any expense or pay any fee (other than de minimis expenses or fees) or grant any concession concessions in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Mergertransactions contemplated hereby.

Support of Transaction. Without limiting any covenant contained in Article VI VIII or Article VIIIX, including the obligations of the Company and Acquiror each Party with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively10.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.02, Acquiror and the Company shall eacheach Party shall, and shall each cause their its respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Parties or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided, including that, to the extent agreed to by Liberty, Markmore shall not be required to seek any such required consents or approvals of parties third-party counterparties to material Material Contracts with the Company Markmore or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company any Party or the Companyany of Markmore’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company Markmore or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company Company, Acquiror and Acquiror PubCo with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively9.07, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror Acquiror, PubCo and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; Company, and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger SubPubCo, the Company or the Company’s Subsidiaries Sellers be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company or their respective Affiliates are required to obtain in order to consummate the MergerMergers, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Intermediate Holdings, New HoldCo, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerMergers.

Support of Transaction. Without limiting any covenant contained in Article VI VIII or Article VIIIX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 8.03 and Section 7.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided that, including Holdings and the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to material Material Contracts with the Company or its Subsidiaries; Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Holdings, the Company or the Company’s any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions. Without breach of any representation, warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company, Holdings or any of their respective Subsidiaries and Affiliates may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Class A Common Stock at any time prior to the Closing; provided that, the Company and Holdings shall cause all shares so acquired that are owned by the Company, Holdings or any of their respective Subsidiaries or Affiliates as of the record date established pursuant to Section 10.02(b) to be voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) ), in cooperation and consultation with each other, as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, including any required approvals of the FCC, the FAA, or State Regulators for transfers of control of the holders of the Company Licenses and the RDOF Subsidiary, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable, in each case, subject to applicable fiduciary duties. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions. SPAC and the Company shall each pay 50% of all filing fees required by a Governmental Authority in connection with any approval required under clause (a) above.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without Subject to Section 7.3, without limiting any covenant contained in Article VI or Article VIIherein, including the obligations of the Company and Acquiror Parsec with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively7.10, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.14, Acquiror Parsec and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorParsec, the Company or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or its Subsidiaries; Company, and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorParsec, Merger Sub, Sub or the Company or the Company’s Subsidiaries be obligated to bear (and without the consent of Parsec the Company shall not agree to bear) any expense or pay any fee or grant any concession concession, which in the aggregate exceeds $250,000, in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger SubSub I, Merger Sub II, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror and the Company shall each, and each shall each cause their respective Subsidiaries to, and the Company shall cause the Group Companies to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental governmental, regulatory and regulatory other consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, the Group Companies or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided that, including to the extent agreed to in writing by Acquiror, the Company shall not be required to seek any such required consents or approvals of parties third-party counterparties to material Material Contracts with the Company Company, its Subsidiaries or its Subsidiaries; any Group Company, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub, the Company, any of its Subsidiaries, or any Group Company or the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or Company, any of its Subsidiaries or any Group Company is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI ARTICLE VIII or Article VIIARTICLE IX, including the obligations of the Company and Acquiror Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 8.03 and Section 7.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.01, Acquiror Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of of, and provide notice to, third parties that any of AcquirorBuyer, the Company Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the MergerTransactions; provided, including that Holdings and the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to material Contracts with any Acquired Company to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company or its Subsidiaries; and Buyer, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX the other Party set forth in ARTICLE XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the any Buyer Party or any Acquired Company or the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the any Acquired Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) ), in cooperation and consultation with each other, as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable, in each case, subject to applicable fiduciary duties. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions. SPAC and the Company shall each pay 50% of all filing fees required by a Governmental Authority in connection with any approval required under clause (a) above.

Support of Transaction. Without limiting any covenant contained in Article VI VIII or Article VIIIX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 8.03 and Section 7.019.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX XI or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Merger.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company Company, Acquiror and Acquiror Merger Sub with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 6.3 and Section 7.01, respectively7.1, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, the Company, Acquiror and the Company Merger Sub shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable efforts to obtain all material consents and approvals of third third-parties that any of Acquiror, Merger Sub, the Company Company, or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; transactions contemplated by this Agreement and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or any of the Company’s Company Subsidiaries or their Affiliates be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any - 49- of its the Company Subsidiaries is a party or otherwise in connection with the consummation of the Mergertransactions contemplated hereby.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company Company, or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger SubBuyer, the Company or the Company’s any of their respective Subsidiaries be obligated to bear any material expense or pay any fee material fee, other than any routine filing fees, or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party party. Anything contained in this Agreement (including Sections 6.3 and 7.1) to the contrary notwithstanding, none of Buyer, the Company or otherwise any of their respective Subsidiaries will be required to divest (or agree to divest) any business or assets (other than one or more businesses (or the assets thereof) of the Company or any of its Subsidiaries which businesses together have aggregate annual revenues of no greater than $3,500,000) in connection with the consummation of the Mergertransactions contemplated by this Agreement, and the Company and its Subsidiaries shall not, without the prior written consent of Buyer, take any such action.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or any of its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, any Merger Sub, Sub or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or any of its Subsidiaries; , and (c) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Sub or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI ‎Article 7 or Article VII‎Article 8, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 ‎Section 7.03 and Section 7.01‎Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01‎Section 9.01, Acquiror SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorSPAC, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided that, including the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to material Material Contracts with the Company or its Subsidiaries; Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and SPAC, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX the other Party set forth in ‎Article 10 or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub, the Company or the Company’s any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions. Without breach of any representation, warranty, covenant or agreement of the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company or any of its Subsidiaries may, following consultation with SPAC in good faith, purchase and/or sell (but may not redeem (including through the SPAC Stockholder Redemption)) shares of SPAC Class A Common Stock at any time prior to the Closing; provided that, the Company shall cause all shares so acquired that are owned by the Company or any of its Subsidiaries as of the record date established pursuant to ‎Section 9.02(e) to be voted in favor of each of the SPAC Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively8.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.02, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions; (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee (other than ordinary course legal fees and expenses or payments to a Governmental Authority) or, except for Acquiror and the Company in accordance with Section 8.01(e), grant any concession to a third party in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VIII, Article X, Article XI or Article VII, XII including the obligations of the Company and Acquiror Parties with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively12.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0112.02, Acquiror and the Company Parties shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Parties or their respective controlled Affiliates are required to obtain in order to consummate the MergerTransactions, including provided that, S1 Holdco and Protected and their respective Subsidiaries shall not be required to seek any such required consents or approvals of parties third party counterparties to material System1 Material Contracts with or Protected Material Contracts to the Company extent such Contract is otherwise terminable at will, for convenience or its Subsidiaries; upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by S1 Holdco, Protected and Trebia, and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorTxxxxx, Merger SubX0 Holdco, the Company Protected or the Company’s any of their respective Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company S1 Holdco or Protected or any of its their respective Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided that, including Holdings and the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to material Material Contracts with the Company or its Subsidiaries; Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and Acquiror, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub, the Company or the Company’s any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions. Without breach of any representation, warranty, covenant or agreement of Holdings or the Company under this Agreement or the Confidentiality Agreement and notwithstanding anything to the contrary contained herein or therein, the Company or any of its Subsidiaries may purchase and/or sell (but may not redeem (including through the Acquiror Stockholder Redemption)) shares of Acquiror Class A Common Stock at any time prior to the Closing; provided that, the Company shall cause all shares so acquired that are owned by the Company or any of its Subsidiaries as of the record date established pursuant to Section 9.02(b) to be voted in favor of each of the Acquiror Stockholder Matters.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror Buyer and the Company Seller shall each, and shall each cause their respective Subsidiaries and, in the case of Seller, the Partnerships and their respective Subsidiaries, to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable efforts (which shall not require the expenditure by Buyer, the Seller, the Company or any of its or the Partnership’s Subsidiaries of any funds) to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company Seller or their respective Affiliates (including the Company, the Partnerships and their respective Subsidiaries) are required to obtain in order to consummate the Mergertransactions contemplated by this Agreement, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company Seller or any of its or the Company’s Partnerships’ Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which the Company Seller or any of its or the Partnerships’ Subsidiaries is a party or otherwise in connection with the consummation of the Mergerparty.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company Company, or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; Merger and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. For the avoidance of doubt, the Parties’ obligations with respect to obtaining the Committed Financing are exclusively governed by Sections 6.4 and 7.4 and with respect to HSR Act matters are exclusively governed by Sections 6.3 and 7.1. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s Subsidiaries any Party be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Merger.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 6.3 and Section 7.017.1, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.018.1, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerMergers.

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01VIII, Acquiror and the Company shall each, and each shall each cause their respective its Subsidiaries to: , (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of Acquiror, or the Company or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (cb) take such other action as may be reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding In furtherance, and not in limitation, of the foregoing, in the event that it becomes reasonably apparent to the Parties that the condition set forth in Section 10.3(d) will not be satisfied, Acquiror shall use commercially reasonable efforts to enter into Non-Redemption Agreements or similar agreements, as may be necessary to satisfy the condition set forth in Section 10.3(d). Notwithstanding anything to the contrary contained herein, (i) no action taken by the Company under and in furtherance of this Section 9.3 will constitute a breach of Section 7.1, (ii) no action taken by Acquiror or Merger Sub under and in furtherance of this Section 9.3 will constitute a breach of Section 8.5 and (iii) in no event shall Acquiror, Merger Sub, Sub or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any amount (except for any filing or registration fee with a Governmental Authority) or grant any concession in connection with obtaining any consents, authorizations such consents or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation approvals. 10. Section 11.1(b)(ii) of the Merger.Agreement is hereby amended to modify the date defined as the “Outside Date” therein, to read as follows:

Support of Transaction. Without limiting any covenant contained in Article VI VII or Article VIIVIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.01 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions as set forth on Schedule 8.01(a), (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; Transactions as set forth on Schedule 8.01(b) and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, Sub or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, nothing herein (including this Section 8.01) shall require the Company to use any effort to cause, or attempt to cause, any purchase of any Acquiror Common Stock pursuant to the terms of any Subscription Agreement. Except as required by this Agreement, no Party shall knowingly engage in any action or enter into any transaction that would reasonably be expected to materially impair or delay a Party’s ability to consummate the Transactions or perform their respective obligations hereunder.

Support of Transaction. Without limiting any covenant contained in Article VI VIII, Article IX or Article VIIX, including the obligations of the Company and Acquiror Parties with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively10.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0110.02, Acquiror and the Company Parties shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Party or their its respective controlled Affiliates are is required to obtain in order to consummate the MergerTransactions, including provided that, Tempo and FTAC shall not be required to seek any such required consents or approvals of parties third party counterparties to material Material Contracts with the Company Tempo or its Subsidiaries; Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto without penalty unless otherwise agreed in writing by Tempo and FTAC, and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XI or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquirorthe FTAC Parties, Merger Sub, the Company Tempo or the Company’s any of their Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company Tempo or any of its Subsidiaries is a party or that is otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect VII (but subject to the notificationsterms and conditions thereof), filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; , (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorBuyer, the Company or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) use reasonable best efforts to take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy (but not waive) the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicablepracticable (but in any event prior to the Termination Date). Additionally, the Company shall use its reasonable best efforts to obtain such consents of third persons as Buyer may reasonably request in connection with the transactions contemplated hereby (including the Stockholder Written Consents from each of the Pre-Closing Holders). Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s any of its Subsidiaries or Buyer or Merger Sub be obligated to bear any expense or pay any fee (other than the payment of nominal administrative, processing or similar fees or charges) or grant any concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the Merger pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Mergerparty.

Support of Transaction. Without limiting any covenant contained in Article VI 7 or Article VII8, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorSPAC, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided that, including the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to material Material Contracts with the Company or its Subsidiaries; Subsidiaries to the extent such Material Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company and SPAC, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX 10 or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub, the Company or the Company’s any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI V or Article VIIVI, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 5.03 and Section 7.016.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.017.01, Acquiror and the Company shall each, and Acquiror shall each cause their respective Subsidiaries both First Merger Sub and Second Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or its Subsidiaries; Company, and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, First Merger Sub, Second Merger Sub or the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article ‎Article VI or Article ‎Article VII, including the obligations of the Company and Acquiror SPAC with respect to the notifications, filings, reaffirmations and applications described in Section ‎Section 6.03 and Section ‎Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section ‎Section 8.01, Acquiror SPAC and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) ), in cooperation and consultation with each other, as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties and Governmental Authorities that any of AcquirorSPAC, the Company Company, or their respective Affiliates are required to obtain in order to consummate the MergerTransactions, including any required approvals of parties to material Material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article ‎Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable, in each case, subject to applicable fiduciary duties. Notwithstanding the foregoing, in no event shall AcquirorSPAC, Merger Sub, the Company or the Company’s its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the MergerTransactions. SPAC and the Company shall each pay 50% of all filing fees required by a Governmental Authority in connection with any approval required under clause (a) above.

Support of Transaction. Without limiting any covenant contained in Article VI IX or Article VIIX, including the obligations of the Company and Acquiror each Party with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively11.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.0111.02, Acquiror and the Company shall eacheach Party shall, and shall each cause their its respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company Parties or their respective Affiliates are required to obtain in order to consummate the MergerTransactions; provided, including that, to the extent agreed to by Thunder Bridge, the Company shall not be required to seek any such required consents or approvals of parties third-party counterparties to material Material Contracts with the Company or its Subsidiaries; , and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article IX XII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company any Party or any of the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.

Support of Transaction. Without limiting any covenant contained in Article VI ARTICLE VII or Article VIIARTICLE VIII, including the obligations of the Company and Acquiror Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 7.03 and Section 7.018.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.019.01, Acquiror Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of of, and provide notice to, third parties that any of AcquirorBuyer, the Company Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the MergerTransactions; provided, including that the Company shall not be required to seek any such required consents or approvals of parties third party counterparties to material Contracts with any Acquired Company to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company or its Subsidiaries; and Buyer, and (c) take such other action as may reasonably be necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article IX the other Party set forth in ARTICLE X or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the any Buyer Party or any Acquired Company or the Company’s Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the any Acquired Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the MergerTransactions.