Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 9.08, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, each of the Acquiror Parties and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use 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, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror Parties, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions (which shall include, for the avoidance of doubt, any consents and approvals of third parties 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 approvals 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 may reasonably request to satisfy the conditions of the other Party set forth in Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Pubco, Corp Merger Sub, LLC Merger Sub, the Company or 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 Transactions.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the (i) The Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 9.08, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, each of the Acquiror Parties and the Company shall eachshall, and shall each cause their respective Subsidiaries the other GCL Companies and the Acquisition Entities to: , and (ii) SPAC shall, (a) use 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, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any GCL Company or any of the Acquiror PartiesAcquisition Entities and SPAC, the Companyas applicable, or their respective Affiliates are required to obtain in order to consummate the Transactions (which shall includeTransactions, for the avoidance of doubt, any consents and approvals of third parties 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 approvals set forth on Section 5.04(c) of the Company Disclosure Letter)); and (cb) take or cause such other action as may be reasonably be necessary or as another Party party hereto may reasonably request to satisfy the conditions of the other Party set forth in Article X IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding practicable; provided, that, notwithstanding anything contained herein to the foregoingcontrary, nothing in no event this Agreement shall Acquirorrequire any GCL Company, Pubco, Corp Merger Sub, LLC Merger Sub, SPAC or the Company Acquisition Entities or any of its Subsidiaries be obligated their respective Affiliates to bear (i) commence or threaten to commence, pursue or defend against any material expense Action (except as required under Section 8.6, and without limiting the express obligations to make regulatory filings under Section 8.2), whether judicial or pay administrative, (ii) seek to have any material fee 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 the GCL Companies, (iv) take or commit to take actions that limit the freedom of action of any of the 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 the GCL Companies or SPAC or (v) grant any material concession in connection with obtaining financial, legal or other accommodation to any consentsother Person (for the avoidance of doubt, authorizations or approvals pursuant to without limiting the express obligations of such parties under the terms of any Contract to which this Agreement and the Company or any of its Subsidiaries is a party or otherwise required in connection with the consummation of the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article ARTICLE VII or Article ARTICLE VIII, including the obligations of the Company and Acquiror Buyer with respect to the notifications, filings, reaffirmations and applications described in Section 9.087.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, each of the Acquiror Parties Buyer and the Company shall each, and shall each cause their respective Subsidiaries to: , use their commercially reasonable efforts to (a) use 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, ; (b) use reasonable best efforts to obtain all material consents and approvals of of, and provide notice to, third parties that any of the Acquiror PartiesBuyer, the Company, or their respective Affiliates are required to obtain or provide, as applicable, in order to consummate the Transactions (which shall includeTransactions; provided, for the avoidance of doubt, any consents and approvals of third parties 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 be required to seek any other such required consents or approvals set forth on Section 5.04(c) of third-party counterparties to 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 Disclosure Letter))and Buyer; and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party Parties set forth in Article ARTICLE X or otherwise to comply with this Agreement and to consummate the 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, Pubco, Corp Merger Sub, LLC Merger Sub, the Company any Buyer Party or any of its Subsidiaries Acquired Company 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 Transactions, except as otherwise provided herein.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company BCG and Acquiror Avalon with respect to the notifications, filings, reaffirmations and applications described in Section 9.089.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.019.02, each of the Acquiror Parties Avalon and the Company BCG 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, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesAvalon, the CompanyBCG, or their respective Affiliates are required to obtain in order to consummate the Transactions (which Transactions, provided that, BCG shall include, for the avoidance of doubt, not be required to seek any such required consents and or approvals of third parties set forth on Section 5.04(c) of party counterparties to Material Contracts with the Company Disclosure Letter that or its Subsidiaries to the Company 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 the Acquiror mutually agree are to be obtained prior to Closing (but shall not include any other consents or approvals set forth on Section 5.04(c) of the Company Disclosure Letter)); Avalon, and (cb) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall AcquirorAvalon, PubcoBCG, Corp Merger Sub, LLC Merger Sub, the Company Sub or any of its 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 Transactions.

Support of Transaction. Without limiting any covenant contained in Article VII or Article VIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 9.087.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, 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, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesAcquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions (which Transactions; provided that, Holdings and the Company shall include, for the avoidance of doubt, not be required to seek any such required consents and or approvals of third parties set forth on Section 5.04(c) of party counterparties to Material Contracts with the Company Disclosure Letter that or its 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 the Acquiror mutually agree are to be obtained prior to Closing (but shall not include any other consents or approvals set forth on Section 5.04(c) of the Company Disclosure Letter)); Acquiror, and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Pubco, Corp First Merger Sub, LLC Second Merger Sub, the Company or 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 Transactions. 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 VII VIII or Article VIIIIX, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 9.088.03 and Section 9.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.0110.01, 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, (b) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that any of the Acquiror PartiesAcquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions (which Transactions; provided that, Holdings and the Company shall include, for the avoidance of doubt, not be required to seek any such required consents and or approvals of third parties set forth on Section 5.04(c) of party counterparties to Material Contracts with the Company Disclosure Letter that or its Subsidiaries to the Company and extent such Material Contract is otherwise terminable at will, for convenience or upon or after the Acquiror mutually agree are to be obtained prior to Closing (but shall not include any other consents or approvals set forth on Section 5.04(c) giving of notice of termination by a party thereto unless otherwise agreed in writing by the Company Disclosure Letter)); Company, and (c) take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article X XI or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Pubco, Corp Merger Sub, LLC Merger SubHoldings, the Company or 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 Transactions. 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.