Strategic Support. The parties will enter into the Strategic Support Agreement concurrently with the execution and delivery of this Subscription Agreement, which Strategic Support Agreement shall become effective at the Second Step Investment Closing (solely if immediately following the Second Step Investment Closing, Subscriber is reasonably expected to be the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of the issued and outstanding shares of Class A common stock on a fully-diluted and as-converted basis). Concurrently with the Second Step Investment Closing, the Issuer will issue to Subscriber a number of warrants to purchase a number of shares of Class A common stock (the “Warrants”) equal to the number obtained by dividing (i)(x) the number of Second Step Investment Shares specified by Subscriber in the Second Step Investment Notice to be subscribed for and purchased in the Second Step Investment plus (y) the number of First Step Investment Shares by (ii) three (3) (rounded up to the nearest whole number of Warrants), which Warrants shall have terms that are substantively identical to those included in the units offered in the Issuer’s initial public offering.
Strategic Support. 4.1 The Ultimate Investor agrees that it shall not and shall procure that none of its Subsidiaries (other than any SSE Group Company or any company of the SPP Group as long as it is a Subsidiary of the Ultimate Investor) shall, either alone or jointly with any other person in any capacity whatsoever, as long as the Ultimate Investor controls the Company, carry on or be directly engaged in the distribution of electricity and the supply of electricity to end customers in the Slovak Republic other than through the Company or its Subsidiaries. For the avoidance of doubt, the Parties agree that (i) trading of electricity; (ii) the performance of obligations of the Ultimate Investor or the Ultimate Investor’s Subsidiaries which have been entered into before the Completion Date; and (iii) projects which require for their approval a Special Board of Directors Majority pursuant to Clause 7.9, and/or an SSE Distribution Special Board of Directors Majority pursuant to Clause 10.8, and/or a Material Subsidiary Special Board of Directors Majority pursuant to Clause 11.14, and/or which must be approved by the Supervisory Board pursuant to Clause 6.9, and/or the SSE Distribution Supervisory Board pursuant to Clause 9.9, and/or the Material Subsidiary Supervisory Board pursuant to Clause 11.7, and/or the General Meeting pursuant to Clause 8.4, and will be submitted for approval by the relevant corporate body of the respective SSE Group Company after the Completion Date, provided that they will not be approved by the the relevant corporate body of the respective SSE Group Company solely on the grounds that the Slovak Party or the Slovak Party Nominees in such corporate body do not approve the relevant project (however only where such approval of the relevant project by the Slovak Party or the Slovak Party Nominees is required and except where the Slovak Party or the Slovak Party Nominees do not approve the relevant project on the grounds that all relevant information necessary for a qualified decision regarding the project was not provided to them sufficiently in advance) shall not represent a breach of this Agreement.
Strategic Support. The Service Provider is providing access to its strategic IT and cyber security expertise to the Service Recipient to augment the Service Recipient’s own internal capabilities. The Service Provider will maintain commercially reasonable depth of expertise in its IT team to mitigate any potential key man risk that might impact the Service Provider.
