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 the Purchaser, (i) the Company shall not issue any Company Securities, and (ii) the Sellers shall not sell, transfer or dispose of any Company Securities owned by such Sellers, 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 to become bound by the terms and conditions of this Agreement as a Seller 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.

Without limiting Sections 8. 2(a) and 8.2(b), during the Interim Period, without the prior written consent of the PurchaserCHC, (i) the Company Delta shall not issue any Company Delta Securities, and (ii) the Sellers no Seller shall not sell, transfer or dispose of any Company Delta Securities owned by such SellersSeller, in either case of clauses (i) and (ii), unless the recipient or transferee of such Company Delta Securities (the “New Seller”) executes and delivers to the PurchaserCHC, Pubco, Merger Sub and the Company Delta a Joinder Agreement joinder agreement, in form and substance reasonably acceptable to CHC and Pubco, to become bound by the terms and conditions of this Agreement as a Seller hereunder, as well as execute and deliver to the PurchaserCHC, Pubco, Merger Sub and the Company Delta 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.I to account for any such New Seller.

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) the Sellers Seller shall not sell, transfer or dispose of any Company Securities owned by such Sellersthe 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 the Purchaser, Pubco, Merger Sub Pubco and the Company a Joinder Agreement 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 Seller hereunderhereunder (a “Joinder”), as well as execute and deliver to the 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.

Without limiting Sections 8. 2(a) and 8.2(b), during the Interim Period, without the prior written consent of the PurchaserJWAC, (i) the Company shall not issue any Company Securities, and (ii) the Sellers no Seller shall not sell, transfer or dispose of any Company Securities owned by such SellersSeller, 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 JWAC and the Company Parties a Joinder Agreement joinder agreement in form and substance reasonably acceptable to JWAC and Pubco to become bound by the terms and conditions of this Agreement as a Seller hereunderhereunder (a “Joinder”), as well as execute and deliver to the 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.I and each Seller’s Pro Rata Share and Earnout Percentage to account for such New Seller.