Contribution and Support Agreement Sample Clauses

Contribution and Support Agreement. 9.1 The Parties hereby agree that (i) prior to the commencement of the Offer , each Party shall contribute all Company Shares held by such person to Parent, free and clear of all liens (except for liens arising hereunder or as may be applicable under the Securities Act of 1933, as amended, or other applicable securities laws) and (ii) upon the contribution to Parent in accordance with clause (i) hereof, Parent shall be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all Company Shares held by the Parties. 9.2 The Parties hereby agree that any Company Shares (and any securities convertible into or exercisable or exchangeable or redeemable for Company Shares) that each Party purchases or with respect to which a Party otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) after the execution of this Agreement and prior to the termination of this Agreement, shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Company Shares as of the date hereof. 9.3 The Parties hereby agree not to commence or knowingly participate in any action, arbitration, claim, litigation or other legal proceeding against Parent, Purchaser, the Company or any of their respective successors or their Affiliates, and each of their successors and assigns and their respective directors and officers challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement; or alleging a breach of any duty of the Board or breach of the standard of conduct owed by the Board in connection with the Merger Agreement, this Agreement, the Transactions or the transactions contemplated hereby and thereby. 9.4 Each Party understands and acknowledges that Parent, Purchaser and the Company are entering into the Merger Agreement in reliance upon the Parties’ execution and delivery of this Agreement. 9.5 The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the Parties do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that Parent and the Purchaser, as well as the Company (as an intended third party beneficiary of this Agreement), will be entitled to seek, in addition to any other remedy to which they are entitled at law or in equity, to a...