Shareholder Representations. Shareholder represents and warrants to Purchaser and the Company, as of the date hereof, that: (a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked; (b) Shareholder has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement; (i) if Shareholder is not an individual, Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the same; (d) this Support Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies); (e) the execution and delivery of this Support Agreement by Shareholder does not, and the performance by Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authority, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Support Agreement; (f) there are no Actions pending against Shareholder or, to the knowledge of Shareholder, threatened against Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Shareholder of Shareholder’s obligations under this Support Agreement; (g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the Shareholder; (h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement; (i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder from performing any of Shareholder’s obligations hereunder; (j) Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational Documents, and Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto; (k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and (l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 2 contracts
Sources: Founder Support Agreement (Aimei Health Technology Co., Ltd.), Founder Support Agreement (Aimei Health Technology Co., Ltd.)
Shareholder Representations. Each Shareholder represents and warrants to Purchaser AAO and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Shareholder has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if Shareholder is not an individual, a. such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the samesuch Shareholder;
(d) b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of Shareholder’s its obligations under this Support Agreement;
(g) e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf such Shareholder or, to the knowledge of such Shareholder, by the ShareholderCompany;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on f. such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder it from performing any of Shareholder’s its obligations hereunderunder this Support Agreement;
(j) g. such Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page heretoits Shares, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the Shareholder its Shares; Shareholder has and
h. the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaserthe Company’s outstanding share capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney Shares that is inconsistent with respect such Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Company Shareholder Support Agreement (American Acquisition Opportunity Inc.)
Shareholder Representations. The Shareholder represents and warrants to Purchaser Parent and the CompanyHoldings, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) a. such Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individualentity, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and Shareholder, or (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, genuine and such Shareholder has legal competence and capacity to execute the same;
(d) c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) d. the execution and delivery of this Support Agreement by such Shareholder does do not, and the performance by such Shareholder of its obligations hereunder will not, (i) if such Shareholder is an entity, conflict with or result in a violation of the organizational documents of such Shareholder, or (ii) conflict with whether such Shareholder is any entity or violate any Law applicable to such Shareholderan individual, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) e. there are no Actions Proceedings pending against Shareholder or, to the knowledge of such Shareholder, threatened against Shareholder, such Shareholder before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
(g) f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Shareholder or, to the knowledge of the such Shareholder, by Holdings;
(h) g. such Shareholder has had the opportunity to read the Business Combination Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
(j) i. such Shareholder has good title to the Shareholder Shares underneath set forth opposite such Shareholder’s name on the signature page heretoExhibit A, free and clear of any Liens other than Liens pursuant to this Agreement, the other Transaction Agreements, the Organizational Documents of Holdings and Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the such Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) and
j. the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaser’s outstanding share Holdings’ capital stock owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the such Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any such Shareholder Shares owned by that is inconsistent with such Shareholder (other than as contemplated by Shareholder’s obligations pursuant to this Support Agreement).
Appears in 1 contract
Sources: Holdings Shareholder Support Agreement (Evergreen Corp)
Shareholder Representations. The Shareholder represents and warrants to Purchaser Parsec and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Shareholder has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if Shareholder is not an individual, a. such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the samesuch Shareholder;
(d) b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of Shareholder’s its obligations under this Support Agreement;
(g) e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf such Shareholder or, to the knowledge of such Shareholder, by the ShareholderCompany;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on f. such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder it from performing any of Shareholder’s its obligations hereunderunder this Support Agreement;
(j) g. such Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page heretoits Shares, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the Shareholder its Shares; Shareholder has and
h. the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaserthe Company’s outstanding share capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney Shares that is inconsistent with respect such Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Shareholder Support Agreement (Parsec Capital Acquisitions Corp.)
Shareholder Representations. Shareholder Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to Purchaser Parent and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Shareholder has full right and power, without violating any agreement a. to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if the extent such Shareholder is not an individualentity, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the samesuch Shareholder;
(d) b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) to the extent such Shareholder is an entity, conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of Shareholder’s its obligations under this Support Agreement;
(g) e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf such Shareholder or, to the knowledge of such Shareholder, by the ShareholderCompany;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on f. such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder it from performing any of Shareholder’s its obligations hereunderunder this Support Agreement;
(j) g. such Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page heretoits Shares, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the Shareholder its Shares; Shareholder has and
h. the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaserthe Company’s outstanding share capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney Shares that is inconsistent with respect such Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Shareholder Support Agreement (Genesis Unicorn Capital Corp.)
Shareholder Representations. Each Shareholder represents and warrants to Purchaser SPAC and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) a. such Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and Shareholder, or (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
(d) c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) d. the execution and delivery of this Support Agreement by such Shareholder does do not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
(g) f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Shareholder or, to the knowledge of such Shareholder, by the ShareholderCompany;
(h) g. such Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
(j) i. such Shareholder has good title to the Shareholder Shares underneath set forth opposite such Shareholder’s name on the signature page heretoExhibit A, free and clear of any Liens other than Liens pursuant to this Agreement, the other Transaction Agreements, the Organizational Documents of the Company and Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the such Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) and
j. the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaserthe Company’s outstanding share capital owned issued and registered on the register of record or beneficially owned by members of the Shareholder Company as of the date hereof, and except for this Support Agreement, none of the such Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any such Shareholder Shares owned by that is inconsistent with such Shareholder (other than as contemplated by Shareholder’s obligations pursuant to this Support Agreement).
Appears in 1 contract
Sources: Company Shareholder Support Agreement (Healthcare AI Acquisition Corp.)
Shareholder Representations. In connection with the transactions contemplated hereby, the Shareholder hereby represents and warrants to Purchaser and the Company, as of the date hereof, Company that:
(a) The Shareholder has never been suspended good and valid title to the Shares free and clear of all liens, encumbrances, equities or expelled from membership in any securities adverse claims; and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or commodities exchange or association or had a securities or commodities license or registration deniedadverse claims, suspended or revoked;will pass to the Company.
(b) The Shareholder has the full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer)authority, and capacity necessary to enter into and perform its obligations under this Support Agreement;
(i) if Shareholder is not an individual, Shareholder is duly organizedto sell, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedassign, transfer, and convey the execution, delivery and performance of Shares as required by this Support Agreement and the consummation of to consummate the transactions contemplated hereby are within the Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the same;
(d) this Support hereby. This Agreement has been duly executed and delivered by the Shareholder andand constitutes the legal, assuming due authorizationvalid, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of the Shareholder, enforceable against Shareholder in accordance with the terms hereof (its terms, except as enforceability may be limited by bankruptcy Lawsbankruptcy, insolvency, or other similar Laws laws affecting creditors’ rights and general principles generally, or as may be modified by a court of equity affecting the availability of specific performance and other equitable remedies);equity.
(ec) The Shareholder is aware of the execution business affairs and delivery financial condition of the Company. Furthermore, the Shareholder is sophisticated and possesses such knowledge and experience in financial and business matters as to be capable of independently evaluating the merits, risks and suitability of selling the Shares to the Company pursuant to this Agreement.
(d) The execution, delivery, and performance by the Shareholder of this Support Agreement by Shareholder does not, and the performance by Shareholder of its obligations hereunder will not, any other documents contemplated hereby (i) will not conflict with or with, result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated herebybreach of, or (iii) require constitute a default under any consent ruling, judgment, order or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authority, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Support Agreement;
(f) there are no Actions pending against Shareholder injunction or, to the knowledge of the Shareholder, any law, ordinance, or regulation, of any court or governmental instrumentality to which the Shareholder is subject or by which the Shareholder, or its properties and assets, are bound; and (ii) will not create any claim, lien, charge, or encumbrance or restriction upon the Shares, except in favor of the Company as contemplated hereunder.
(e) There are no claims, lawsuits, actions, arbitrations, administrative, or other proceedings, or to the knowledge of the Shareholder, governmental investigations or inquiries, pending or threatened against Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay Shareholder affecting the performance by the Shareholder of Shareholder’s obligations under this Support Agreement;
(g) no brokerAgreement and, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf knowledge of the Shareholder;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder , there is a sophisticated shareholder and has adequate information concerning the business and financial condition no basis for any action or state of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser facts or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, occurrence of any kind or character with respect event which might give rise to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder from performing any of Shareholder’s obligations hereunder;
(j) Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational Documents, and Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement)foregoing.
Appears in 1 contract
Shareholder Representations. Each Shareholder represents and warrants to Purchaser SPAC and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) a. such Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
(d) c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) d. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
(g) f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Shareholder or, to the knowledge of such Shareholder, by the ShareholderCompany;
(h) g. such Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
(j) i. such Shareholder has good title to the Shareholder Shares underneath opposite such Shareholder’s name on the signature page heretoExhibit A, free and clear of any Liens other than Liens pursuant to this Agreement, the other Transaction Agreements, the Organizational Documents of the Company or such other entity of which the Shareholder Shares represents ownership interests and the Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the such Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) and
j. the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaserthe Company’s outstanding share capital stock (or such other entity of which the Shareholder Shares represent ownership interests) owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the such Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any such Shareholder Shares owned by that is inconsistent with such Shareholder (other than as contemplated by Shareholder’s obligations pursuant to this Support Agreement).
Appears in 1 contract
Sources: Company Shareholder Support Agreement (Mountain Crest Acquisition Corp. V)
Shareholder Representations. The Shareholder represents and warrants to Purchaser Parent and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) a. such Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individualentity, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and Shareholder, or (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, genuine and such Shareholder has legal competence and capacity to execute the same;
(d) c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) d. the execution and delivery of this Support Agreement by such Shareholder does do not, and the performance by such Shareholder of its obligations hereunder will not, (i) if such Shareholder is an entity, conflict with or result in a violation of the organizational documents of such Shareholder, or (ii) conflict with whether such Shareholder is any entity or violate any Law applicable to such Shareholderan individual, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) e. there are no Actions Proceedings pending against Shareholder or, to the knowledge of such Shareholder, threatened against Shareholder, such Shareholder before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
(g) f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Shareholder or, to the knowledge of the such Shareholder, by Company;
(h) g. such Shareholder has had the opportunity to read the Business Combination Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax tax, financial and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
(j) i. such Shareholder has good title to the Shareholder Shares underneath set forth opposite such Shareholder’s name on the signature page heretoExhibit A, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational pursuant to this Agreement, the other Transaction Documents, the Organizational Documents of Company and Permitted Liens, and such Shareholder has the sole power to vote or cause to be voted the such Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) and
j. the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaser’s outstanding share Company’ capital stock owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the such Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any such Shareholder Shares owned by that is inconsistent with such Shareholder (other than as contemplated by Shareholder’s obligations pursuant to this Support Agreement).
Appears in 1 contract
Sources: Company Shareholder Support Agreement (D. Boral ARC Acquisition I Corp.)
Shareholder Representations. Shareholder represents and warrants to Purchaser the SPAC and the CompanyCompany Parties, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) a. Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if Shareholder is not an individual, b. Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the sameShareholder;
(d) c. this Support Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) d. the execution and delivery of this Support Agreement by the Shareholder does not, and the performance by the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, the Shareholder or (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Support Agreement;
(f) e. there are no Actions pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Shareholder of the Shareholder’s obligations under this Support Agreement;
(g) f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Shareholder or, to the knowledge of the Shareholder, by the Company or the Holdco;
(h) g. Shareholder has had the opportunity to read the Business Combination Merger Agreement and this Support Agreement and has had the opportunity to consult with the Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) h. Shareholder has not entered into, and shall not enter into, any agreement that would prevent the Shareholder from performing any of Shareholder’s its obligations hereunder;
(j) i. Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page heretoHoldCo Shares, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and Shareholder has the sole power to vote or cause to be voted the Shareholder such HoldCo Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as j. None of the date hereof, and except for this Support Agreement, none of the Shareholder HoldCo Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such HoldCo Shares that is inconsistent with the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Holdco Shareholder Voting and Support Agreement (Plutonian Acquisition Corp.)
Shareholder Representations. The Shareholder represents and warrants to Purchaser SPAC and the Company, as of the date hereof, that:
(a) Shareholder a. it has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Shareholder b. it has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if Shareholder is not an individual, Shareholder c. it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the Shareholderit’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the sameShareholder;
(d) d. this Support Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) e. the execution and delivery of this Support Agreement by the Shareholder does not, and the performance by the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Support Agreement;
(f) f. there are no Actions Proceedings pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Shareholder of Shareholder’s its obligations under this Support Agreement;
(g) g. other than the Cantor Fees, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission for which SPAC is or will be liable in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Shareholder or, to the knowledge of the Shareholder;
(h) h. the Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with the Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) i. the Shareholder has not entered into, and shall not enter into, any agreement that would prevent the Shareholder from performing any of the Shareholder’s obligations hereunder;
(j) j. the Shareholder is the only record owner, and has good title to the Shareholder Shares underneath Shareholder’s opposite its name on the signature page heretoExhibit A, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational Documentsas created by this Agreement or the Governing Documents of SPAC, and Shareholder has the sole power to vote any Ancillary Agreements or cause to be voted the Shareholder Sharesapplicable Laws; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) and
k. the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital SPAC owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney Shares that is inconsistent with respect the Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Shareholder Representations. The Shareholder represents and warrants to Purchaser and the Company, as of the date hereof, that:
(a) The Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) The Shareholder has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if If the Shareholder is not an individual, the Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder Shareholder, and (ii) if the Shareholder is an individual, the signature on this Support Agreement is genuine, and the Shareholder has legal competence and capacity to execute the same;
(d) this Support This Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) the The execution and delivery of this Support Agreement by the Shareholder does not, and the performance by the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Shareholder, (ii) conflict with or violate any Law applicable to such the Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authority, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Support Agreement;
(f) there There are no Actions pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Shareholder of the Shareholder’s obligations under this Support Agreement;
(g) no No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the Shareholder;
(h) The Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with the Shareholder’s tax and legal advisors; the Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such the Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and the Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) The Shareholder has not entered into, and shall not enter into, any agreement that would prevent the Shareholder from performing any of the Shareholder’s obligations hereunder;
(j) he Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page heretoShares, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational Documents, and the Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; the Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on Shares; the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such the Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page heretoShares; as of the date hereof, the Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page heretoShares; and as of the date hereof, the Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page heretoShares;
(k) The Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such the Shareholder’s execution and delivery of this Support Agreement; and
(l) the The Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder SharesS▇▇▇▇▇, nor has the Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such the Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Sponsor Support Agreement (PANTAGES CAPITAL ACQUISITION Corp)
Shareholder Representations. Each Shareholder represents and warrants to Purchaser Parent and the Company, as of the date hereof, that:
(a) such Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) such Shareholder has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(c) (i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
(d) this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Support Agreement;
(f) there are no Actions pending against such Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Shareholder of Shareholder’s obligations under this Support Agreement;
(g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the such Shareholder;
(h) such Shareholder has had the opportunity to read the Business Combination Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) such Shareholder has not entered into, and shall not enter into, any agreement that would prevent the Shareholder from performing any of Shareholder’s obligations hereunder;
(j) such Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens under Purchaserthe Company’s Organizational Documents, and Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath such Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaserthe Company’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney Shares that is inconsistent with respect Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Company Shareholders Support Agreement (Globalink Investment Inc.)
Shareholder Representations. Shareholder Each of the Shareholders represents and warrants to Purchaser and the Company, as of the date hereof, thatfollows:
(a) as of the date of this Agreement each of the Shareholders was, and at the Closing Date it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. Each Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had is not a securities or commodities license or registration denied, suspended or revoked;registered broker-dealer under Section 15 of the Exchange Act.
(b) Shareholder has full right each of the Shareholders are knowledgeable and power, without violating any agreement experienced in finance and business matters and thus they are able to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreementevaluate the risks and merits of acquiring the Acquisition Shares;
(c) each of the Shareholders are able to bear the economic risk of purchasing the Acquisition Shares;
(d) Home System Group has provided the Shareholders with access to the type of information normally provided in a prospectus;
(e) Home System Group did not use any form of public solicitation or general advertising in connection with the issuance of the Acquisition Shares;
(f) as to the Shareholders, the offer of such securities was not made to a person in the United States and either (i) if Shareholder is not an individualat the time the buy order was originated, Shareholder is duly organized, validly existing and in good standing under the Laws each of the jurisdiction Shareholders was outside the United States (in which it is organizedChina), or Home System Group and any person acting on its behalf reasonably believed that each Shareholder was outside the executionUnited States, delivery or (ii) the transaction was not executed on or through the facilities of the Over the Counter Bulletin Board and performance of this Support Agreement and neither Home System Group nor any person acting on its behalf knows that the consummation of transaction has been prearranged with a person in the United States;
(g) the transactions contemplated hereby are within bona fide and not for the Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on purpose of “washing off’ the part of resale restrictions imposed because the Shareholder and securities are “restricted securities” (iias that term is defined in Rule 144(a)(3) if Shareholder is an individual, under the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the same;
(d) this Support Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies▇▇▇▇ ▇▇▇);
(e) the execution and delivery of this Support Agreement by Shareholder does not, and the performance by Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authority, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Support Agreement;
(f) there are no Actions pending against Shareholder or, to the knowledge of Shareholder, threatened against Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Shareholder of Shareholder’s obligations under this Support Agreement;
(g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the Shareholder;
(h) Shareholder has had each of the opportunity to read the Business Combination Agreement Shareholders understands and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser the Acquisition Shares has been registered under the Securities Act. Each Shareholder is acquiring the Acquisition Shares as principal for its own account and not with a view to or for distributing or reselling such securities or any part thereof, without prejudice, however, to such Shareholder's right, subject to the Company has made provisions of this Agreement, at all times to sell or makes otherwise dispose of all or any part of such securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder from performing any of Shareholder’s obligations hereunder;
(j) Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational Documents, and Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, warranty by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth to hold the securities for any period of time. Such Shareholder is acquiring the Acquisition Shares hereunder in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as ordinary course of the date hereof, its business. Such Shareholder does not own have any other voting securities agreement or understanding, directly or indirectly, with any Person to distribute any of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Acquisition Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Shareholder Representations. Shareholder represents and warrants to Purchaser and the Company, as of the date hereof, Company that:
(a) As of the date of this Agreement, Shareholder is the beneficial owner (within the meaning of Rule 13d-3) of, and has never been suspended good title to, all of the Owned Shares. Except as may be otherwise noted on Schedule I attached hereto, the Owned Shares are owned by Shareholder free and clear of any Liens and, except for this Agreement, there are no options or expelled from membership in other rights, agreements, arrangements, or commitments of any securities kind to which Shareholder is a party or commodities exchange by or association to which Shareholder or had a securities the Owned Shares are bound or commodities license subject relating to the pledge, transfer, disposition, or registration deniedvoting of any of the Owned Shares, suspended and there is no voting trust or revoked;voting agreement with respect to the Owned Shares.
(b) As of the date of this Agreement, Shareholder does not beneficially own (within the meaning of Rule 13d-3) any shares of Target Common Stock, or any shares of any other class or series of capital stock of Target, other than the Owned Shares.
(c) Shareholder has full right all necessary legal power and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), authority and legal capacity to enter into this Support Agreement;
(i) if Shareholder is not an individualinto, Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedexecute, and the execution, delivery and performance of deliver this Support Agreement and the consummation of the transactions contemplated hereby are within the to perform Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the same;
(d) this Support obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid legal, valid, and binding obligation of Shareholder, Shareholder enforceable against Shareholder in accordance with its terms, subject to the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);Enforceability Exceptions.
(ed) Neither the execution and or delivery of this Support Agreement by Shareholder does not, and nor the performance by Shareholder of its obligations hereunder this Agreement will not, (i) conflict with or violate, result in a violation of breach of, or constitute a default under any agreement to which Shareholder is a party or by which Shareholder or the organizational documents of Shareholder, Owned Shares are bound or (ii) conflict with or to Shareholder’s knowledge, violate any Law applicable to Shareholder or the Owned Shares, except for such Shareholderviolations, in each case which breaches, and defaults as would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated herebynot prevent, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authority, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Support Agreement;
(f) there are no Actions pending against Shareholder or, to the knowledge of Shareholder, threatened against Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay impede the performance by Shareholder of Shareholder’s obligations under this Support Agreement;.
(ge) no brokerNo consent or approval of or filing with any Governmental Entity, finderon the part of Shareholder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission required in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the Shareholder;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder from performing any of Shareholder’s obligations hereunder;
(j) Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational Documents, and Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement by Shareholder or the performance by Shareholder of this Agreement; and
(l) , except where the failure to obtain any such consents or approvals or to make any such filings would not prevent or materially impede the performance by Shareholder Shares set forth underneath of Shareholder’s name on the signature page to obligations under this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Shareholder Representations. Each Shareholder represents and warrants to Purchaser Parent and the Company, as of the date hereof, that:
(a) such Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) such Shareholder has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
(d) this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by the Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Support Agreement;
(f) there are no Actions pending against such Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Shareholder of Shareholder’s obligations under this Support Agreement;
(g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the such Shareholder;
(h) such Shareholder has had the opportunity to read the Business Combination Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) such Shareholder has not entered into, and shall not enter into, any agreement that would prevent the Shareholder from performing any of Shareholder’s obligations hereunder;
(j) such Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens under Purchaserthe Company’s Organizational Documents, and Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath such Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaserthe Company’s outstanding share capital stock owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney Shares that is inconsistent with respect Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Company Shareholders Support Agreement (Globalink Investment Inc.)
Shareholder Representations. Each Shareholder represents and warrants to Purchaser SPAC and the Company, as of the date hereof, that:
(a) a. such Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) b. such Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and Shareholder, or (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
(d) d. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) e. the execution and delivery of this Support Agreement by such Shareholder does do not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, such Shareholder or (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) f. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
(g) g. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Shareholder or, to the knowledge of the such Shareholder, by SPAC;
(h) h. such Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) i. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
(j) j. such Shareholder has good title to the Shareholder Shares underneath set forth opposite such Shareholder’s name on the signature page heretoExhibit A, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the such Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) k. the Shareholder Shares set forth underneath opposite such Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaser’s outstanding share capital SPAC Ordinary Shares owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the such Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any such Shareholder Shares owned by that is inconsistent with such Shareholder (other than as contemplated by Shareholder’s obligations pursuant to this Support Agreement).
Appears in 1 contract
Sources: Spac Shareholder Support Agreement (Healthcare AI Acquisition Corp.)
Shareholder Representations. Each Shareholder represents and warrants to Purchaser the SPAC and the CompanyCompany Parties, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) a. such Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
(d) c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) d. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of if such Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, is not an individual or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
(g) f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Shareholder or, to the knowledge of such Shareholder, by the ShareholderHoldco;
(h) g. such Shareholder has had the opportunity to read the Business Combination Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
(j) i. such Shareholder has good title to the Shareholder Holdco Shares underneath set forth opposite such Shareholder’s name on the signature page heretoExhibit A, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the Shareholder such Holdco Shares; Shareholder has and
j. the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Holdco Shares underneath set forth opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares equity interests of Purchaser’s outstanding share capital the Holdco owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder such Holdco Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney such Holdco Shares that is inconsistent with respect such Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Shareholder Representations. Each Shareholder represents and warrants to Purchaser SPAC and the Company, as of the date hereof, that:
(a) a. such Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) b. such Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
(d) d. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) e. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) f. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
(g) g. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by SPAC or on behalf of the ShareholderMerger Sub;
(h) h. such Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) i. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
(j) j. such Shareholder has good title to the Shareholder Shares underneath opposite such Shareholder’s name on the signature page heretoExhibit A, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the such Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) and
k. the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted identified in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital SPAC Shares owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the such Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any such Shareholder Shares owned by that is inconsistent with such Shareholder (other than as contemplated by Shareholder’s obligations pursuant to this Support Agreement).
Appears in 1 contract
Shareholder Representations. Each Shareholder represents and warrants to Purchaser Parent and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Shareholder has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if Shareholder is not an individual, a. such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the samesuch Shareholder;
(d) b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of Shareholder’s its obligations under this Support Agreement;
(g) e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf such Shareholder or, to the knowledge of such Shareholder, by the ShareholderCompany;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on f. such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder it from performing any of Shareholder’s its obligations hereunderunder this Support Agreement;
(j) g. such Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page heretoits Shares, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the Shareholder its Shares; Shareholder has and
h. the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaserthe Company’s outstanding share capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney Shares that is inconsistent with respect such Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Company Shareholder Support Agreement (Arisz Acquisition Corp.)
Shareholder Representations. Each Shareholder represents and warrants to Purchaser and the Company, as of the date hereof, that:
understands (a) Shareholder has never been suspended that the shares of Common Stock comprising the Share Consideration, the Contingent Warrants and any shares of Common Stock to be issued upon the exercise of the Contingent Warrants have not been, and will not be, registered under the Securities Act, or expelled from membership under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
public offering; (b) that he is acquiring shares of Common Stock, the Contingent Warrants and any shares of Common Stock to be issued upon the exercise of the Contingent Warrants for his own account for investment purposes and not with a view to the distribution thereof, such receipt by the Shareholder has full right and power, without violating any agreement occurring solely as a result of liquidating distributions made or to be made pursuant to a plan of liquidation adopted or to be adopted by Seller as a consequence of which it the form of each Shareholder's investment is bound to be changed such that the Shareholder shall hold his investment in Buyer directly rather than indirectly through Seller; (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(ic) if Shareholder that he is not an individual, Shareholder is duly organized, validly existing and in good standing "Accredited Investor" within the meaning of Rule 501(a) promulgated under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the same;
Securities Act; (d) this Support Agreement that he has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) the execution and delivery of this Support Agreement by Shareholder does not, and the performance by Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authority, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Support Agreement;
(f) there are no Actions pending against Shareholder or, to the knowledge of Shareholder, threatened against Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Shareholder of Shareholder’s obligations under this Support Agreement;
(g) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the Shareholder;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement received certain information concerning Buyer and has had the opportunity to consult with Shareholder’s tax ask questions and legal advisorsto obtain additional information as desired in order to evaluate the merits and risks inherent in holding shares of the Common Stock; Shareholder is a sophisticated shareholder and has adequate (e) that he acknowledges that any information concerning the business Buyer is based on historical data and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactionsany projections were made as good faith estimates, and has independently(f) that he agrees, without reliance upon Purchaser as a condition to Buyer's consent to the transfer of the shares of Common Stock comprising the Share Consideration and a Contingent Warrant to the Shareholder pursuant to a plan of liquidation adopted or the Companyto be adopted by Seller, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character be bound with respect to the matters covered hereinShare Consideration, the Contingent Warrants and any shares of Common Stock issued upon the exercise of the Contingent Warrants in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, the same manner and shall not enter into, any agreement that would prevent Shareholder from performing any of Shareholder’s obligations hereunder;
(j) Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens same extent as Seller under Purchaser’s Organizational Documents, and Shareholder has the sole power to vote this Agreement or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Agreement executed and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, delivered in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of connection with this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Asset Purchase Agreement (Recycling Industries Inc)
Shareholder Representations. Shareholder Each Shareholder, severally and not jointly, represents and warrants to Purchaser SPAC and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Such Shareholder has full right and powerpower and authority, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer)bound, to enter into this Support Agreement;
(ib) if Shareholder is not an individual, Such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the samesuch Shareholder;
(dc) this Support This Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies)Enforceability Exceptions;
(ed) the The execution and delivery of this Support Agreement by such Shareholder does do not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, such Shareholder or (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from from, or other action by, any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authoritytaken, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(fe) there There are no Actions pending against Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of Shareholder’s its obligations under this Support Agreement;
(gf) no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of the Shareholder;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information Except as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
Section 3.18 (i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder from performing any of Shareholder’s obligations hereunder;
(j) Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational Documents, and Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Company Shareholder Support Agreement (Papaya Growth Opportunity Corp. I)
Shareholder Representations. The Shareholder represents and warrants to Purchaser Alset and the Company, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Shareholder has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if Shareholder is not an individual, a. such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organizedof its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if Shareholder is an individual, the signature on this Support Agreement is genuine, and Shareholder has legal competence and capacity to execute the samesuch Shareholder;
(d) b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) d. there are no Actions Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of Shareholder’s its obligations under this Support Agreement;
(g) e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf such Shareholder or, to the knowledge of such Shareholder, by the ShareholderCompany;
(h) Shareholder has had the opportunity to read the Business Combination Agreement and this Support Agreement and has had the opportunity to consult with Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on f. such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder has not entered into, and shall not enter into, any agreement that would prevent Shareholder it from performing any of Shareholder’s its obligations hereunderunder this Support Agreement;
(j) g. such Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page heretoits Shares, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted the Shareholder its Shares; Shareholder has and
h. the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath listed opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares of Purchaserthe Company’s outstanding share capital stock owned of record or beneficially owned by the such Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder its Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney Shares that is inconsistent with respect such Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Shareholder Agreement (Alset Capital Acquisition Corp.)
Shareholder Representations. Each Shareholder represents and warrants to Purchaser the SPAC and the CompanyCompany Parties, as of the date hereof, that:
(a) Shareholder has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) a. such Shareholder has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if such Shareholder is not an individual, such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and (ii) if such Shareholder is an individual, the signature on this Support Agreement is genuine, and such Shareholder has legal competence and capacity to execute the same;
(d) c. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) d. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, (ii) conflict with or violate any Law applicable to such Shareholder, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of if such Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, is not an individual or (iiiii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
(f) e. there are no Actions pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, that would be before) any Governmental arbitrator or any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Support Agreement;
(g) f. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by the Shareholder or, to the knowledge of such Shareholder, by the Company or on behalf of the ShareholderHoldco;
(h) g. such Shareholder has had the opportunity to read the Business Combination Merger Agreement and this Support Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) h. such Shareholder has not entered into, and shall not enter into, any agreement that would prevent such Shareholder from performing any of such Shareholder’s obligations hereunder;
(j) i. such Shareholder has good title to the Shareholder Shares underneath Company Equity Interest set forth opposite such Shareholder’s name on the signature page heretoExhibit A, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational DocumentsLiens, and such Shareholder has the sole power to vote or cause to be voted such Company Equity Interest; and
j. the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Company Equity Interest set forth opposite such Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement Exhibit A are the only shares equity interests of Purchaser’s outstanding share capital the Company owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares such Company Equity Interest are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney such Company Equity Interest that is inconsistent with respect such Shareholder’s obligations pursuant to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Shareholder Voting and Support Agreement (Aquaron Acquisition Corp.)
Shareholder Representations. The Sponsor and each Shareholder represents and warrants to Purchaser Parent and the CompanyHoldings, as of the date hereof, that:
(a) Shareholder a. such Person has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked;
(b) Shareholder b. such Person has full right and power, without violating any agreement to which it is bound (including including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Support Agreement;
(i) if Shareholder such Person is not an individualentity, Shareholder such Person is duly incorporated, organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, formed or incorporated and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within the Shareholdersuch Person’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Shareholder and Person, or (ii) if Shareholder such Person is an individual, the signature on this Support Agreement is genuine, and Shareholder such Person has legal competence and capacity to execute the same;
(d) d. this Support Agreement has been duly executed and delivered by Shareholder such Person and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of Shareholdersuch Person, enforceable against Shareholder such Person in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
(e) e. the execution and delivery of this Support Agreement by Shareholder does such Person do not, and the performance by Shareholder such Person of its obligations hereunder will not, (i) if such Person is an entity, conflict with or result in a violation of the organizational documents of Shareholder, such Person or (ii) conflict with whether such Person is an entity or violate any Law applicable to such Shareholderan individual, in each case which would reasonably be expected, either individually or in the aggregate, to materially impair the ability of Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby, or (iii) require any consent or approval from any third party or Governmental Authority that has not been given or other action that has not been taken by any third party or Governmental Authorityparty, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder such Person of its obligations under this Support Agreement;
(f) f. there are no Actions Proceedings pending against Shareholder or, to the knowledge of Shareholdersuch Person, threatened against Shareholder, such Person before (or, in the case of threatened ActionsProceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Shareholder such Person of Shareholdersuch Person’s obligations under this Support Agreement;
(g) g. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf the Person or, to the knowledge of the Shareholdersuch Person, by P▇▇▇▇▇;
(h) Shareholder h. such Person has had the opportunity to read the Business Combination Merger Agreement and this Support Agreement and has had the opportunity to consult with Shareholdersuch Person’s tax and legal advisors; Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding this Support Agreement and the Transactions, and has independently, without reliance upon Purchaser or the Company, and based on and
i. such information as such Shareholder has deemed appropriate, made his or its own analysis and decision to enter into this Support Agreement; and Shareholder acknowledges that none of Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character with respect to the matters covered herein, in each case except as expressly set forth in this Support Agreement;
(i) Shareholder Person has not entered into, and shall not enter into, any agreement that would prevent Shareholder such Person from performing any of Shareholdersuch Person’s obligations hereunder;
(j) Shareholder has good title to the Shareholder Shares underneath Shareholder’s name on the signature page hereto, free and clear of any Liens other than Permitted Liens and Liens under Purchaser’s Organizational Documents, and Shareholder has the sole power to vote or cause to be voted the Shareholder Shares; Shareholder has the power to vote (including, without limitation, by proxy or power of attorney) the Shareholder Shares underneath Shareholder’s name on the signature page hereto; Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2 hereof, will have, during the term of this Support Agreement, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Support Agreement and power to agree to all of the matters applicable to such Shareholder set forth in this Support Agreement, in each case, over all Shareholder Shares underneath Shareholder’s name on the signature page hereto; as of the date hereof, Shareholder does not own any other voting securities of the Purchaser or have the power to vote (including by proxy or power of attorney) any other voting securities of the Purchaser other than the Shareholder Shares underneath Shareholder’s name on the signature page hereto; and as of the date hereof, Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Purchaser or (ii) the power to vote any other voting securities of the Purchaser, in each case except for all Shareholder Shares underneath Shareholder’s name on the signature page hereto;
(k) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Support Agreement; and
(l) the Shareholder Shares set forth underneath Shareholder’s name on the signature page to this Support Agreement are the only shares of Purchaser’s outstanding share capital owned of record or beneficially owned by the Shareholder as of the date hereof, and except for this Support Agreement, none of the Shareholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Shareholder Shares, nor has Shareholder granted any proxy, consent or power of attorney with respect to any Shareholder Shares owned by such Shareholder (other than as contemplated by this Support Agreement).
Appears in 1 contract
Sources: Parent, Sponsor and Shareholder Support Agreement (Evergreen Corp)