Common use of Without limiting Sections 8 Clause in Contracts

Without limiting Sections 8. 2(a) and 8.2(b), during the Interim Period, without the prior written consent of Purchaser, (i) the Company shall not issue any Company Securities, and (ii) no Seller shall sell, transfer or dispose of any Company Securities owned by such Seller, in either case of clauses (i) and (ii), unless the recipient or transferee of such Company Securities (the “New Seller”) executes and delivers to Purchaser, Pubco, Merger Sub and the Company a joinder agreement in form and substance reasonably acceptable to Purchaser and Pubco to become bound by the terms and conditions of this Agreement as a Class A Seller hereunder (a “Joinder”), as well as execute and deliver to Purchaser, Pubco, Merger Sub and the Company any Ancillary Documents which such New Seller would have been required to be a party or bound if such New Seller were a Seller on the date of this Agreement. The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share to account for such New Seller.

Without limiting Sections 8. 2(a) and 8.2(b), during the Interim Period, without the prior written consent of PurchaserDMAC, (i) the Company shall not issue any Company Securities, and (ii) no Seller shall sell, transfer or dispose of any Company Securities owned by such Seller, in either case of clauses (i) and (ii), unless the recipient or transferee of such Company Securities (the “New Seller”) executes and delivers to Purchaser, Pubco, Merger Sub DMAC and the Company Parties a joinder agreement in form and substance reasonably acceptable to Purchaser DMAC and Pubco to become bound by the terms and conditions of this Agreement as a Class A Seller hereunder (a “Joinder”), as well as execute and deliver to Purchaser, Pubco, Merger Sub DMAC and the Company Parties any Ancillary Documents which such New Seller would have been required to be a party or bound if such New Seller were a Seller on the date of this AgreementEffective Date. The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share to account for such New Seller.

Without limiting Sections 8. 2(a) and 8.2(b), during the Interim Period, without the prior written consent of Purchaser, (i) the Company shall not issue any Company Securities, and (ii) no the Seller shall not sell, transfer or dispose of any Company Securities owned by such the Seller, in either case of clauses (i) and (ii), unless the recipient or transferee of such Company Securities (the “New Seller”) executes and delivers to Purchaser, Pubco, Merger Sub Pubco and the Company a joinder agreement in form and substance reasonably acceptable to Purchaser and Pubco to become bound by the terms and conditions of this Agreement as a Class A Seller hereunder (a “Joinder”), as well as execute and deliver to Purchaser, Pubco, Merger Sub Pubco and the Company any Ancillary Documents which such New Seller would have been required to be a party or bound if such New Seller were a Seller on the date of this Agreement. The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share to account for such New Seller.I.

Without limiting Sections 8. 2(a) and 8.2(b), during the Interim Period, without the prior written consent of the Purchaser, (i) the Company shall not issue any Company Securities, and (ii) no Seller the Sellers shall not sell, transfer or dispose of any Company Securities owned by such SellerSellers, in either case of clauses (i) and (ii), unless the recipient or transferee of such Company Securities (the “New Seller”) executes and delivers to the Purchaser, Pubco, Merger Sub and the Company a joinder agreement in form and substance reasonably acceptable to Purchaser and Pubco Joinder Agreement to become bound by the terms and conditions of this Agreement as a Class A Seller hereunder (a “Joinder”)hereunder, as well as execute and deliver to the Purchaser, Pubco, Merger Sub and the Company any Ancillary Documents which such New Seller would have been required to be a party or bound if such New Seller were a Seller on the date of this Agreement. The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share to account for such New Seller.I.

Without limiting Sections 8. 2(a) and 8.2(b), during the Interim Period, without the prior written consent of PurchaserJWAC, (i) the Company shall not issue any Company Securities, and (ii) no Seller shall sell, transfer or dispose of any Company Securities owned by such Seller, in either case of clauses (i) and (ii), unless the recipient or transferee of such Company Securities (the “New Seller”) executes and delivers to Purchaser, Pubco, Merger Sub JWAC and the Company Parties a joinder agreement in form and substance reasonably acceptable to Purchaser JWAC and Pubco to become bound by the terms and conditions of this Agreement as a Class A Seller hereunder (a “Joinder”), as well as execute and deliver to Purchaser, Pubco, Merger Sub JWAC and the Company Parties any Ancillary Documents which such New Seller would have been required to be a party or bound if such New Seller were a Seller on the date of this AgreementEffective Date. The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share and Earnout Percentage to account for such New Seller.

Without limiting Sections 8. 2(a) and 8.2(b), during the Interim Period, without the prior written consent of PurchaserPurchaser and Pubco, (i) the Company shall not issue any Company Securities, and (ii) no Seller shall sell, transfer or dispose of any Company Securities owned by such Seller, in either case of clauses (i) and (ii), unless the recipient or transferee of such Company Securities (the “New Seller”) executes and delivers to Pubco, Purchaser, PubcoMerger Sub, Merger Sub the Company and the Company Purchaser Representative a joinder agreement in form and substance reasonably acceptable to Purchaser and Pubco to become bound by the terms and conditions of this Agreement as a Class A Seller hereunder (a “Joinder”)hereunder, as well as execute and deliver to Pubco, Purchaser, PubcoMerger Sub, Merger Sub the Company and the Company Purchaser Representative any Ancillary Documents which such New Seller would have been required to be a party or bound if such New Seller were a Seller on the date of this Agreement. The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share to account for such New Seller.