Common use of Voting Obligations Clause in Contracts

Voting Obligations. Until the earlier of (a) the Closing or (b) termination of the BCA in accordance with Article XII thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any written consent of the SPAC Shareholders, Sponsor shall (A) appear at each such meeting or otherwise cause all of its SPAC Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (B) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of the Sponsor Founder Shares (i) in favor of the approval and adoption of the BCA, the Transactions and any other proposal submitted for approval by the SPAC Shareholders in connection with the Transactions including the SPAC Proposals, (ii) in favor of any other matter reasonably necessary to the consummation of the Transactions and considered and voted upon by the SPAC Shareholders, (iii) against any action, agreement or transaction or proposal that would (A) reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or Ancillary Agreements or that would reasonably be expected to result in the failure of the Transactions from being consummated, or (B) change in the business, management or SPAC Board (other than in connection with the SPAC Proposals), (iv) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the BCA and the Transactions) and (v) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA or the Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC under the BCA or any ancillary document thereunder, or (C) change in any manner the dividend policy or capitalization of, including the voting rights of any class of SPAC Ordinary Shares. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing has not timely occurred for any reason.

Voting Obligations. Until the earlier of (a) the Closing or (b) termination of the BCA Business Combination Agreement in accordance with Article XII IX thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any written consent of SPAC Shareholders required to approve the SPAC ShareholdersProposals, Sponsor shall (A) appear at each such meeting or otherwise cause all of its SPAC Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (B) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), all of the Sponsor Founder Shares (i) in favor of the approval and adoption of the BCA, the Transactions and any other proposal submitted for approval by the SPAC Shareholders in connection with the Transactions including the SPAC Proposals, (ii) if applicable, in favor of waiving any other matter reasonably necessary and all anti-dilution rights Sponsor may hold pursuant to the consummation of the Transactions and considered and voted upon by the SPAC ShareholdersGoverning Documents, (iii) against any action, agreement or agreement, transaction or proposal that would (A) reasonably be expected to result in a breach of any covenantrepresentation, representation warranty or warranty covenant or any other obligation or agreement of SPAC under the BCA or Ancillary Agreements Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated, including any Business Combination Competing Transaction, or (B) change in the businessany merger, management amalgamation, arrangement or SPAC Board (other than in connection with the SPAC Proposals)business combination agreement or merger, (iv) against any merger agreement, mergeramalgamation, consolidation, combination, binding share exchange, sale of substantial assets, reorganization, recapitalization, plan of arrangement, dissolution, liquidation or winding up of or by SPAC (other than the BCA Business Combination Agreement and the Transactions) transactions contemplated thereby), and (viv) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA Business Combination Agreement or the Transactionstransactions contemplated thereby, including the Amalgamation or (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC under the BCA or any ancillary document thereunder, or (C) change in any manner the dividend policy or capitalization of, including the voting rights of any class of SPAC Ordinary Sharescapital stock of, SPAC. Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. This Section 1 shall automatically terminate and be void and of no force and effect if the BCA shall be Business Combination Agreement is terminated in accordance with its terms or the Closing has does not timely occurred occur for any reason.

Voting Obligations. Until Commencing on the effectiveness of the BCA and until the earlier of (a) the Closing or (b) the termination of the BCA in accordance with Article XII thereofits terms, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any written consent meeting of the SPAC Shareholdersstockholders of Parent, however called, or at any adjournment thereof, or in any other circumstance that the vote, consent or other approval of the stockholders of Parent is sought, Sponsor shall (Ai) appear at each such meeting or otherwise cause all of its SPAC Ordinary the Sponsor Parent Shares to be counted as present thereat for purposes of calculating a quorum and (Bii) vote or cause to be voted (or duly and promptly execute and deliver an action by written consent)deliver, or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered, an action by written consent which written consent shall be delivered with respect topromptly, and in any event within twenty four (24) hours, after Parent requests such delivery), all of the Sponsor Founder Parent Shares (iA) in favor of the approval and adoption of the BCA, the Transactions Parent Proposals and any other proposal submitted for approval by the SPAC Shareholders in connection with the Transactions including the SPAC Proposals, (ii) in favor of any other matter reasonably necessary to the consummation of the Transactions and considered and voted upon by the SPAC Shareholders, (iiiB) against any action, agreement or transaction or (x) proposal that would (A) reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or Ancillary Agreements or that would reasonably be expected to result in the failure of the Transactions from being consummated, or (B) change in the business, management or SPAC Parent Board (other than in connection with the SPAC ProposalsParent Proposals as contemplated by the BCA), (ivy) against any merger agreementBusiness Combination Proposal or proposal relating to a Business Combination Proposal, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC (other than the BCA and the Transactions) and (vz) against any proposal, action or agreement that would (AI) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA or the Transactions, (BII) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC Parent or the Merger Sub under the BCA, (III) result in any of the conditions set forth in Article VIII of the BCA or any ancillary document thereunder, not being fulfilled or (CIV) change in any manner the dividend policy or capitalization of, including the voting or other rights of any class of SPAC Ordinary Sharescapital stock of, Parent. This Section 1 Sponsor shall be void and of no force and effect if not commit or agree to take any action inconsistent with the BCA shall be terminated in accordance with its terms or the Closing has not timely occurred for any reasonforegoing.

Voting Obligations. Until The Sponsor, by this Agreement, with respect to the earlier Sponsor SPAC Shares (together with any other equity securities of SPAC that Sponsor acquires record or beneficial ownership of after the date hereof and prior to the Closing, other than the shares of Ithax Common Stock acquired by the Sponsor pursuant to the Private Placements, collectively, the “Subject SPAC Equity Securities”), hereby agrees during the term of this Agreement (ai) to vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered), at any meeting of shareholders of SPAC, including the Closing Ithax Shareholders’ Meeting, however called, or (b) termination of the BCA in accordance with Article XII any adjournment thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any action by written consent of the shareholders of SPAC, or in any other circumstance in which the vote, consent or other approval of the shareholders of SPAC Shareholders, Sponsor shall is sought (A) and appear at each any such meeting meeting, in person or by proxy, or otherwise cause all of its such holder’s Subject SPAC Ordinary Shares Equity Securities to be counted as present thereat for purposes of calculating establishing a quorum and (B) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect toquorum), all of the Subject SPAC Equity Securities held by the Sponsor Founder Shares at such time (ia) in favor of the approval and adoption of the BCA, BCA and the Transactions and any other proposal submitted for approval by the SPAC Shareholders in connection with the Transactions including the SPAC Proposals, (ii) in favor of any other matter reasonably necessary to the consummation of the Transactions and considered the other Ithax Proposals and voted upon by the SPAC Shareholders, (iiib) against any action, agreement or transaction or proposal that would (A) reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC SPAC, Merger Sub I or Merger Sub II under the BCA or Ancillary Agreements or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) not to redeem, elect to redeem or (B) change in the business, management tender or submit any of its Subject SPAC Board (other than Equity Securities for redemption in connection with the SPAC ProposalsBCA or the Transactions (iii) not to commit or agree to take any action inconsistent with the foregoing and (iv) to comply with and fully perform all of its obligations, covenants, and agreements set forth in that certain Letter Agreement dated as of January 27, 2021, by and among SPAC, its officers, its directors, and Sponsor (the “Voting Letter Agreement”), (ivv) against not to modify or amend any merger agreement, merger, consolidation, combination, sale contract or arrangement between or among Sponsor and any Affiliate of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC such Sponsor (other than SPAC or any of its Subsidiaries), on the one hand, and SPAC or any of SPAC’s Subsidiaries, on the other hand, related to the Transactions, including, for the avoidance of doubt, the Voting Letter Agreement, and (vi) to comply with the transfer restrictions set forth in the Voting Letter Agreement irrespective of any release or waiver thereof. The Sponsor acknowledges receipt and review of a copy of the BCA and this Agreement and has had the Transactions) and (v) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the BCA or the Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPAC under the BCA or any ancillary document thereunder, or (C) change in any manner the dividend policy or capitalization of, including the voting rights of any class of SPAC Ordinary Shares. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance opportunity to consult with its terms or the Closing has not timely occurred for any reason.tax and legal advisors. ​ ​ ​ ​ ​

Voting Obligations. Until the earlier to occur of (a) the Closing or (b) the valid termination of the BCA in accordance with Article XII IX thereof, Sponsor agrees that, at the SPAC Shareholders’ Meeting and in connection with any written consent or written resolutions of the SPAC Shareholders, Sponsor it shall (A) appear at each such meeting or otherwise cause all of its SPAC Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (B) vote (or duly and promptly execute and deliver an action by written consentconsent or written resolutions), or cause to be voted at such meeting (or cause such consent or written resolutions to be duly and promptly executed and delivered with respect to), all its Sponsor Shares and any SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares owned by it as of the Sponsor Founder Shares record date of the SPAC Shareholders’ Meeting (collectively, the “Covered Shares”) (i) in favor of the approval and adoption of the BCA, the Transactions and any other proposal submitted for approval by the SPAC Shareholders in connection with the Transactions including the SPAC Proposals, Transaction Proposals and (ii) in favor of any other matter reasonably necessary to the consummation of the Transactions and considered and voted upon by the SPAC Shareholders, (iii) against any action, agreement or transaction or proposal that would (A) reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or Ancillary Agreements or that would reasonably be expected to result Business Combination (as defined in the failure of SPAC Formation Document) other than with the Transactions from being consummatedCompany, or its equityholders and their respective affiliates and representatives; (B) change in the business, management or SPAC Board (other than in connection with the SPAC Proposals), (iv) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by SPAC SPAC; (other than C) any change in the BCA and the Transactions) business; and (vD) against any proposalother action, action proposal or agreement that would be reasonably expected to (A1) impede, frustratenullify, prevent interfere with, delay or nullify adversely affect the Transaction Proposals or any provision of this Agreementthe other transactions contemplated by the BCA, in each case, other than the BCA or proposal to adjourn the TransactionsSPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt the Transaction Proposals, (B2) result in a breach in any respect of any covenant, representation, representation or warranty or any other obligation or agreement of SPAC under the BCA, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained in this Agreement or (4) result in any of the conditions set forth in Article VIII of the BCA not being fulfilled. Prior to any termination of the BCA in accordance with its terms, Sponsor shall take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the transactions contemplated by the BCA on the terms and subject to the conditions set forth therein. The obligations of Sponsor specified in this Section 1 shall apply whether or not the Transactions or any ancillary document thereunder, or (C) change in any manner action described above is recommended by the dividend policy or capitalization of, including the voting rights of any class of SPAC Ordinary SharesBoard. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing has shall not timely occurred occur for any reason.