Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the Company and the SPAC shall, and the Company shall cause the other Group Companies and the Acquisition Entities to, (a) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, (b) take such other action as may be reasonably necessary or as another Party may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall require any of the Group Companies, SPAC or any Acquisition Entity or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (ii) seek to have any stay or Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPAC, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company or SPAC or (E) grant any financial, legal or other accommodation to any other Person.

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group GCL Companies and the Acquisition Entities to, and (ii) SPAC shall, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any GCL Company or any of the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided practicable; provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group CompaniesGCL Company, SPAC or any the Acquisition Entity Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.6, and without limiting the express obligations to make regulatory filings under Section 8.2), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe GCL Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group GCL Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the GCL Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article VI V or Article VII, each of VI (a) the Company shall, and the shall cause its Subsidiaries to, and (b) SPAC shall, and the Company shall cause the other Group Companies and the Acquisition Entities to, (ai) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies Company and any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, (bii) use reasonable best efforts to take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement Agreement, including this Article VII, shall require the Company, any of the Group Companies, its Subsidiaries or SPAC or any Acquisition Entity or any of their respective Affiliates to (iA) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (iiB) seek to have any stay or Governmental Order vacated or reversed, (iiiC) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, the Company or any Group Company of its Subsidiaries or SPAC, (ivD) take or commit to take actions that limit the freedom of action of the Company, any of PubCo, the Group Companies its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCothe Company, any Group Company of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article VI V or Article VII, each of VI (a) the Company shall, and the shall cause its Subsidiaries to, and (b) SPAC shall, and the Company shall cause the other Group Companies and the Acquisition Entities to, (ai) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies Company and any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, (bii) use commercially reasonable efforts to take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX VIII (including, in the case of PubCo, including the use of commercially reasonable efforts to enforce PubCo’s their respective rights under the PIPE Subsequent Equity Subscription AgreementsAgreements and the subscription or similar agreements entered into with respect to the Permitted Financing, where applicable) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement Agreement, including this Article VII, shall require the Company, any of the Group Companies, its Subsidiaries or SPAC or any Acquisition Entity or any of their respective Affiliates to (iA) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (iiB) seek to have any stay or Governmental Order vacated or reversed, (iiiC) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, the Company or any Group Company of its Subsidiaries or SPAC, (ivD) take or commit to take actions that limit the freedom of action of the Company, any of PubCo, the Group Companies its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCothe Company, any Group Company of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the The Company and the SPAC shall, and the Company shall cause the other Leading Group Companies and the Acquisition Entities to, and SPAC shall (a) use commercially its reasonable best efforts to obtain all material consents and approvals of third parties that the any Leading Group Companies Company or any of the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, Transactions and (b) take or cause such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCoSPAC and Holdco, the use of commercially reasonable best efforts to enforce PubCoHoldco’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Leading Group CompaniesCompany, SPAC or any the Acquisition Entity Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any the Leading Group Company or SPACCompanies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Leading Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any the Leading Group Company Companies or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article VI VI, or Article VII, each of VII (a) the Company shall, and shall cause its Subsidiaries (including the Merger Subs) to, and (b) SPAC shall, and the Company shall cause the other Group Companies and the Acquisition Entities to, (ai) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies Company and any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (bii) use commercially reasonable efforts to take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement Agreement, including this Article VIII, shall require the Company, any of the Group Companies, its Subsidiaries or SPAC or any Acquisition Entity or any of their respective Affiliates to (iA) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (iiB) seek to have any stay or Governmental Order vacated or reversed, (iiiC) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, the Company or any Group Company of its Subsidiaries or SPAC, (ivD) take or commit to take actions that limit the freedom of action of the Company, any of PubCo, the Group Companies its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCothe Company, any Group Company of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group KE Companies to, and (ii) Parent shall, and shall cause the Acquisition Entities to, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any KE Company and Parent or the any Acquisition Entities and SPACEntity, as applicable, are required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided practicable; provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of KE Company, Parent or the Group Companies, SPAC or any Acquisition Entity Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.6, and without limiting the express obligations to make regulatory filings under Section 8.2), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe KE Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group KE Companies or SPAC Parent with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the KE Companies or SPAC Parent or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, each of upon the Company terms and subject to the SPAC shall, and the Company shall cause the other Group Companies and the Acquisition Entities toconditions set forth in this Agreement, (a) the Company shall, and shall cause its Subsidiaries to and (b) CGAC shall (i) use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties to this Agreement in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Mergers and the other Transactions, (ii) use reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies Company and any of its Subsidiaries or the Acquisition Entities and SPACCGAC, as applicable, are required to obtain in order to consummate the Transactions, and (biii) use reasonable best efforts to take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement Agreement, including this Article VIII, shall require the Company, any of its Subsidiaries, the Group Companies, SPAC Acquisition Entities or any Acquisition Entity CGAC or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (ii) seek to have any stay or Governmental Order vacated or reversed, (iiiA) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACCGAC, (ivB) take or commit to take actions that limit the freedom of action of any of PubCothe Company, the Group Companies any of its Subsidiaries or SPAC CGAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCothe Company, any Group Company of its Subsidiaries or SPAC Material Subsidiaries or CGAC or (EC) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group View Companies to, and the Acquisition Entities to(ii) each of Acquiror and Merger Sub shall, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any View Company or the Acquisition Entities and SPACany of Acquiror or Merger Sub, as applicable, are required to obtain in order to consummate the Transactions, Transactions and (b) take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX VIII (including, in the case of PubCoAcquiror, the use of commercially reasonable best efforts to enforce PubCoAcquiror’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group CompaniesView Company, SPAC Acquiror or any Acquisition Entity Merger Sub or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (ii) seek to have any stay or Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe View Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group View Companies or SPAC Acquiror with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the View Companies or SPAC Acquiror or (Ev) grant any financial, legal or other accommodation to any other Person.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, each of upon the Company terms and subject to the SPAC shall, and the Company shall cause the other Group Companies and the Acquisition Entities toconditions set forth in this Agreement, (a) the Company shall, and shall cause its Subsidiaries to and (b) CGAC shall, and shall cause Merger Sub to (i) use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties to this Agreement in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, (ii) use reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies Company and any of its Subsidiaries or the Acquisition Entities CGAC and SPACMerger Sub, as applicable, are required to obtain in order to consummate the Transactions, and (biii) use reasonable best efforts to take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement Agreement, including this Article VIII, shall require the Company, any of the Group Companiesits Subsidiaries, SPAC Merger Sub or any Acquisition Entity CGAC or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (ii) seek to have any stay or Governmental Order vacated or reversed, (iiiA) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACCGAC, (ivB) take or commit to take actions that limit the freedom of action of any of PubCothe Company, the Group Companies any of its Subsidiaries or SPAC CGAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCothe Company, any Group Company of its Subsidiaries or SPAC Material Subsidiaries or CGAC or (EC) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant in Article VI VII or Article VIIVIII, each of the Company and the SPAC shall, and the Company shall cause the other Group Companies and the Company Acquisition Entities to, and SPAC shall cause the SPAC Acquisition Entities to, (a) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies or the Company Acquisition Entities and SPACSPAC or the SPAC Acquisition Entities, as applicable, are required to obtain in order to consummate the Transactions, (b) take such other action as may be reasonably necessary or as another Party may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall require any of the Group Companies, SPAC or any Acquisition Entity or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (ii) seek to have any stay or Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPAC, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company or SPAC SPAC, or (Ev) grant any financial, legal or other accommodation to any other Person.

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group Companies to, and the Acquisition Entities to(ii) SPAC shall, (a) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the any Group Companies Company or the Acquisition Entities and SPAC, as applicable, are is required to obtain in order to consummate the Transactions, and (b) take or cause to be taken such other action as may be reasonably necessary or as another Party the other party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCothe Company, the use of commercially reasonable efforts to enforce PubCoSPAC’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group Companies, Company or SPAC or any Acquisition Entity or any of their respective Affiliates to (and no Group Company, SPAC or any of their respective Affiliates shall, without the other party’s prior written consent) (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any the Group Company or SPACCompanies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any the Group Company Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article VI V or Article VII, each of GCM PubCo, the Company Grosvenor Holders and the SPAC shallGrosvenor Companies shall each, and the Company shall each cause the other Group Companies and the Acquisition Entities to, (a) their respective Subsidiaries to use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, (b) take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided that, notwithstanding anything contained herein to the contrary (other than the obligations of the Grosvenor Holders and Grosvenor Companies in Section 7.1(b), excluding the first sentence of such Section), nothing in this Agreement to the contrary, nothing Section 5.6 or otherwise in this Agreement shall require any of the Group CompaniesGrosvenor Holders, SPAC Grosvenor Companies or any Acquisition Entity or any of their respective Subsidiaries or Affiliates to (i) propose, negotiate, effect or agree to any undertakings, commitments or conditions, (ii) commence or threaten to commence, pursue or defend against any ActionAction or Legal Proceeding, whether judicial or administrative, (iiiii) seek to have any stay or Governmental Order entered into by any court or other Governmental Authority vacated or reversed, (iiiiv) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCothe Grosvenor Holders, any Group Company Grosvenor Companies or SPACtheir respective Subsidiaries or Affiliates, (ivv) take or commit to take actions that limit the freedom of action of any of PubCothe Grosvenor Holders, the Group Grosvenor Companies or SPAC their respective Subsidiaries or Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCothe Grosvenor Holders, Grosvenor Companies or their respective Subsidiaries or Affiliates, (vi) make, or offer to make, or be required to make, any Group Company payment or SPAC other commitment in connection with obtaining any consent, waiver or modification of any rights or otherwise or (Evii) grant any financial, legal or other accommodation to any other Person.

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group Caravelle Companies and the Acquisition Entities to, and (ii) SPAC shall, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any Caravelle Company or any of the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group CompaniesCaravelle Company, SPAC or any the Acquisition Entity Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe Caravelle Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Caravelle Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the Caravelle Companies or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group AUM Companies and the Acquisition Entities to, and (ii) SPAC shall, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any AUM Company or any of the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group CompaniesAUM Company, SPAC or any the Acquisition Entity Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe AUM Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group AUM Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the AUM Companies or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article VI VI, or Article VII, each of VII (a) the Company and the SPAC shall, and the Company shall cause the other Group Companies its Subsidiaries to, and (b) each of SPAC and the Acquisition Entities toshall, (ai) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies Company and any of its Subsidiaries or any of SPAC or any of the Acquisition Entities and SPACEntities, as applicable, are required to obtain in order to consummate the Transactions, (bii) cooperate to cause the name of the Surviving Corporation to be changed effective as of the Acquisition Closing Date to respectively Grab Holdings Inc., including through the adoption of the appropriate corporate resolutions, and (iii) use commercially reasonable efforts to take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of SPAC and PubCo, the use of commercially reasonable efforts to enforce PubCo’s its rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement Agreement, including this Article VIII, shall require the Company, any of the Group Companiesits Subsidiaries, SPAC or any Acquisition Entity or any of their respective Affiliates to (iA) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (iiB) seek to have any stay or Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPAC, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company or SPAC or (E) grant any financial, legal or other accommodation to any other Person.,

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group AEye Companies to, and the Acquisition Entities to(ii) each of Acquiror and Merger Sub shall, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any AEye Company or the Acquisition Entities and SPACany of Acquiror or Merger Sub, as applicable, are required to obtain in order to consummate the Transactions, Transactions and (b) take or cause such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX VIII (including, in the case of PubCoAcquiror, the use of commercially reasonable best efforts to enforce PubCoAcquiror’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group CompaniesAEye Company, SPAC Acquiror or any Acquisition Entity Merger Sub or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 7.6, and without limiting the express obligations to make regulatory filings under Section 7.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversedreversed (except as required under Section 7.6), (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe AEye Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group AEye Companies or SPAC Acquiror with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the AEye Companies or SPAC Acquiror or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article VI VI, or Article VII, each of VII (a) the Company and the SPAC shall, and the Company shall cause the other Group Companies its Subsidiaries to, and (b) each of SPAC and the Acquisition Entities toshall, (ai) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies Company and any of its Subsidiaries or any of SPAC or any of the Acquisition Entities and SPACEntities, as applicable, are required to obtain in order to consummate the TransactionsTransactions (including the consents and approvals set forth in Section 8.3 of the Company Disclosure Letter), (bii) cooperate to cause the name of the Surviving Corporation to be changed effective as of the Acquisition Closing Date to Prenetics Holding Company, including through the adoption of the appropriate corporate resolutions, and (iii) use commercially reasonable efforts to take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of the Company, SPAC and PubCo, the use of commercially reasonable efforts to enforce PubCo’s their respective rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement Agreement, including this Article VIII, shall require the Company, any of the Group Companiesits Subsidiaries, SPAC or any Acquisition Entity or any of their respective Affiliates to (iA) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (iiB) seek to have any stay or Governmental Order vacated or reversed, (iiiC) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, the Company or any Group Company of its Subsidiaries or SPAC, (ivD) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Companies Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, the Company, any Group Company of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group Caravelle Companies and the Acquisition Entities to, and (ii) SPAC shall, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any Caravelle Company or any of the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of SPAC and PubCo, the use of commercially reasonable best efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group CompaniesCaravelle Company, SPAC or any the Acquisition Entity Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe Caravelle Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Caravelle Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the Caravelle Companies or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the Company and the SPAC (a) Parent shall, and the Company shall cause the other Group EMEA Companies and the Acquisition Entities to, and (ab) each of Acquiror and Merger Sub shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any EMEA Company or the Acquisition Entities and SPACany of Acquiror or Merger Sub, as applicable, are required to obtain in order to consummate the TransactionsTransactions (including in the case of Parent, the Delayed Contribution) and (bii) take or cause to be taken such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) VIII or otherwise to comply with this Agreement and to consummate the Transactions (including in the case of Parent, the Delayed Contribution) as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group CompaniesEMEA Company, SPAC Acquiror or any Acquisition Entity Merger Sub or any of their respective Affiliates to (iA) commence or threaten to commence, pursue or defend against any ActionAction (without limiting the express obligations to make regulatory filings under Section 7.1), whether judicial or administrative, (iiB) seek to have any stay or other Governmental Order vacated or reversed, (iiiC) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe EMEA Companies, (ivD) take or commit to take actions that limit the freedom of action of any of PubCo, the Group EMEA Companies or SPAC Acquiror with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the EMEA Companies or SPAC Acquiror or (E) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant in Article VI or Article VII(i) The Company shall, each of and shall cause the Company other Rumble Companies to, and the (ii) SPAC shall, and the Company shall cause the other Group Companies CallCo and the Acquisition Entities ExchangeCo to, (a) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies any Rumble Company, SPAC, CallCo or the Acquisition Entities and SPACExchangeCo, as applicable, are is required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as another Party the other party hereto may reasonably request to satisfy the conditions of Article IX ‎Article VIII (including, in the case of PubCoSPAC, the use of commercially reasonable efforts to enforce PubCoSPAC’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group Companies, Rumble Company or SPAC or any Acquisition Entity or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 7.6, and without limiting the express obligations to make regulatory filings under ‎Section 7.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe Rumble Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Rumble Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the Rumble Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the Company and the SPAC Xxxxxxx shall, and the Company shall cause the other Group Xxxxxxx Companies to, and the Acquisition Entities toSPAC shall, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties Approvals that the Group Companies any Xxxxxxx Company or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as another Party the other may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group Companies, Xxxxxxx Company or SPAC or any Acquisition Entity or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (without limiting the express obligations to make regulatory filings under Section 9.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company the Target Companies or SPACthe Acquisition Entities, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Target Companies or the Acquisition Entities or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company of the Target Companies or the Acquisition Entities or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group Nettar Companies and the Acquisition Entities to, and (ii) SPAC shall, (a) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies any Nettar Company or any of the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of SPAC and PubCo, the use of commercially reasonable best efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group CompaniesNettar Company, SPAC or any the Acquisition Entity Entities or any of their respective Affiliates to (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or SPACthe Nettar Companies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Nettar Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any Group Company the Nettar Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant in Article VI or Article VII, each of the (i) The Company and the SPAC shall, and the Company shall cause the other Group Companies to, and the Acquisition Entities to(ii) SPAC shall, (a) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the any Group Companies Company or the Acquisition Entities and SPAC, as applicable, are is required to obtain in order to consummate the Transactions, and (b) take or cause to be taken such other action as may be reasonably necessary or as another Party the other party hereto may reasonably request to satisfy the conditions of Article ‎Article IX (including, in the case of PubCothe Company, the use of commercially reasonable efforts to enforce PubCoSPAC’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement shall require any of the Group Companies, Company or SPAC or any Acquisition Entity or any of their respective Affiliates to (and no Group Company, SPAC or any of their respective Affiliates shall, without the other party’s prior written consent) (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5), whether judicial or administrative, (ii) seek to have any stay or other Governmental Order vacated or reversed, (iii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any the Group Company or SPACCompanies, (iv) take or commit to take actions that limit the freedom of action of any of PubCo, the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, any the Group Company Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, without limiting the express obligations of such parties under the terms of this Agreement and the Ancillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article VI VI, or Article VII, each of VII (a) the Company shall, and shall cause its Subsidiaries (including the Merger Subs) to, and (b) SPAC shall, and the Company shall cause the other Group Companies and the Acquisition Entities to, (ai) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Group Companies Company and any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the TransactionsTransactions (including the consents and approvals set forth in Section 8.3 of the Company Disclosure Letter), and (bii) use commercially reasonable efforts to take such other action as may be reasonably necessary or as another Party party hereto may reasonably request to satisfy the conditions of Article IX (including, in the case of PubCoSPAC, the use of commercially reasonable efforts to enforce PubCo’s its rights under the PIPE Subscription Forward Purchase Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement Agreement, including this Article VIII, shall require the Company, any of the Group Companies, its Subsidiaries or SPAC or any Acquisition Entity or any of their respective Affiliates to (iA) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (iiB) seek to have any stay or Governmental Order vacated or reversed, (iiiC) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, the Company or any Group Company of its Subsidiaries or SPAC, (ivD) take or commit to take actions that limit the freedom of action of any of PubCothe Company, the Group Companies any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCothe Company, any Group Company of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.