Support Agreement. (a) Each Shareholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the earlier of the Closing or the valid termination of the Merger Agreement (the “Effective Period”), at any meeting of the shareholders of Acquiror (whether annual or extraordinary and whether or not adjourned or postponed or any other meeting of Acquiror), however called, on any written resolution, and in any action by written consent or resolution, in each case of the shareholders of Acquiror (collectively, “such meeting or written consent”), each Shareholder shall, solely in its capacity as a shareholder of Acquiror, as applicable, do the following: (i) when such meeting is held, appear at such meeting (in person or by proxy pursuant to Section 1(b) below) or otherwise cause the Equity Securities to be counted as present thereat for the purpose of establishing a quorum; (ii) vote the Equity Securities (or execute and return an action by written consent), or cause the Equity Securities to be voted (or validly execute and return and cause such consent to be granted with respect to), at such meeting or written consent in favor of the proposals set forth in the Proxy Statement/Registration Statement, the Merger Agreement, and the dealing with of the Equity Securities in accordance with the Merger Agreement, and the transactions contemplated thereby, including the Domestication (collectively, the “Transactions”), including with respect to any matter in furtherance of, or contemplated by, the Transactions or by any of the Ancillary Agreements for which a vote or approval of the shareholders of Acquiror is required; and (iii) vote against any action, proposal, transaction or agreement that would (x) result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of Acquiror or Merger Sub contained in the Merger Agreement or (y) impede, frustrate, prevent or nullify and provision of this Agreement, the Merger Agreement or the Transactions. (b) Each Shareholder hereby covenants and agrees that such Shareholder shall not, at any time prior to the earlier of the termination of this Agreement in accordance with Section 4(a) or the Closing, (i) enter into any voting agreement or voting trust with respect to any of the Equity Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of the Equity Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) During the Interim Period, each Shareholder shall not take, nor shall it permit any of its Affiliates or any of its or their respective representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their Affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any Business Combination Proposal or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its shareholders and their respective Affiliates and representatives. Each Shareholder shall, and shall cause its Affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. If a Shareholder receives any inquiry or proposal with respect to an Business Combination Proposal, then such Shareholder shall promptly (and in no event later than twenty-four (24) hours after such Shareholder becomes aware of such inquiry or proposal) (i) notify such person in writing that Acquiror is subject to an exclusivity agreement with respect to the Merger that prohibits such Shareholder from considering such inquiry or proposal and (ii) advise the Company of such inquiry or proposal.
Appears in 1 contract
Sources: Transaction Support Agreement (Tiga Acquisition Corp.)
Support Agreement. (a) Each The Shareholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the earlier of the Closing or the valid termination of the Merger Agreement (the “Effective Period”), at any meeting of the shareholders of Acquiror (whether annual or extraordinary and whether or not adjourned or postponed or any other meeting of Acquiror), however called, on any written resolution, and in any action by written consent or resolution, in each case of the shareholders of Acquiror (collectively, “such meeting or written consent”), each the Shareholder shall, solely in its capacity as a shareholder of Acquiror, as applicable, do the following:
(i) when such meeting is held, appear at such meeting (in person or by proxy pursuant to Section 1(b) below) or otherwise cause the Equity Securities to be counted as present thereat for the purpose of establishing a quorum;
(ii) vote the Equity Securities (or execute and return an action by written consent), or cause the Equity Securities to be voted (or validly execute and return and cause such consent to be granted with respect to), at such meeting or written consent in favor of the proposals set forth in the Proxy Statement/Registration Statement, the Merger Agreement, and the dealing with of the Equity Securities in accordance with the Merger Agreement, and the transactions contemplated thereby, including the Domestication Pre-Closing Reorganization (collectively, the “Transactions”), including with respect to any matter in furtherance of, or contemplated by, of the Transactions or by any of the Ancillary Agreements for which a vote or approval of the shareholders of Acquiror is requiredrequired (the “Transaction Approvals”); and
(iii) vote the Equity Securities (or execute and return an action by written consent), or cause the Equity Securities to be voted (or validly execute and return and cause such consent to be granted with respect to), at such meeting or written consent against any action, proposal, transaction or agreement that would (x) result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of Acquiror or Merger Sub contained in the Merger Agreement or (y) impede, frustrate, prevent or nullify and provision of this Agreement, the Merger Agreement or the TransactionsBusiness Combination Proposal.
(b) Each The Shareholder hereby covenants and agrees that such the Shareholder shall not, at any time prior to the earlier of the termination of this Agreement in accordance with Section 4(a) or the Closing, (i) enter into any voting agreement or voting trust with respect to any of the Equity Securities that is inconsistent with such the Shareholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of the Equity Securities that is inconsistent with such the Shareholder’s obligations pursuant to this Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
(c) During the Interim Period, each the Shareholder shall not take, nor shall it permit any of its Affiliates or any of its or their respective representatives Representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their Affiliates or representativesRepresentatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any Business Combination Proposal or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its shareholders and their respective Affiliates and representativesRepresentatives. Each The Shareholder shall, and shall cause its Affiliates and representatives Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. If a Shareholder receives any inquiry or proposal with respect to an Business Combination Proposal, then such Shareholder shall promptly (and in no event later than twenty-four (24) hours after such Shareholder becomes aware of such inquiry or proposal) (i) notify such person in writing that Acquiror is subject to an exclusivity agreement with respect to the Merger that prohibits such Shareholder from considering such inquiry or proposal and (ii) advise the Company of such inquiry or proposal.
Appears in 1 contract
Sources: Transaction Support Agreement (Cerberus Telecom Acquisition Corp.)
Support Agreement. (a) Each Shareholder The Holder hereby irrevocably and unconditionally agrees thatthat it shall approve the Merger, from and after the date hereof and until the earlier of the Closing or the valid termination adoption of the Merger Agreement (and any other matters necessary for consummation of the “Effective Period”)Merger and the other transactions contemplated in the Merger Agreement in respect of all Subject Shares owned by such Holder by delivering a duly executed counterpart signature page to the Written Consent and causing such Written Consent to be delivered to Parent in accordance with Section 6.06 of the Merger Agreement. The Holder shall further vote against, at any meeting of the shareholders of Acquiror (whether annual or extraordinary and whether or not adjourned or postponed or any other meeting of Acquiror), however called, on any written resolution, and in any action by written consent or resolution, in each case stockholders of the shareholders of Acquiror (collectively, “such meeting or written consent”), each Shareholder shall, solely in its capacity as a shareholder of Acquiror, as applicable, do the following:
(i) when such meeting is held, appear at such meeting (in person or by proxy pursuant to Section 1(b) below) or Company and otherwise cause the Equity Securities to be counted as present thereat for the purpose of establishing a quorum;
(ii) vote the Equity Securities (or execute and return an action by written consent), or cause the Equity Securities to be voted (or validly execute and return and cause such consent to be granted with respect to), at such meeting or written consent in favor not approve of the proposals set forth in the Proxy Statement/Registration Statement, following actions (other than the Merger Agreement, and the dealing with of the Equity Securities in accordance with the Merger Agreement, and the transactions contemplated thereby): (A) any Acquisition Proposal, including (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, merger, sale of assets or other business combination between the Domestication Company and any other Person, and (C) any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement (collectively, the “TransactionsCovered Proposals”). Except as expressly set forth in this Section 3(a) with respect to Covered Proposals, including the Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter in furtherance of, or contemplated by, presented to the Transactions or by any stockholders of the Ancillary Agreements for which a vote or approval of the shareholders of Acquiror is required; and
(iii) vote against any action, proposal, transaction or agreement that would (x) result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of Acquiror or Merger Sub contained in the Merger Agreement or (y) impede, frustrate, prevent or nullify and provision of this Agreement, the Merger Agreement or the TransactionsCompany.
(b) Each Shareholder The Holder hereby represents, covenants and agrees that that, except as contemplated by this Agreement and the Amended and Restated Voting Agreement of the Company, dated as of February 6, 2026, as may be further amended or amended and restated (the “Voting Agreement”), such Shareholder Holder (a) has not entered into, and shall not, not enter into at any time prior to the earlier of the termination of this Agreement in accordance with Section 4(a) or the ClosingEnd Date, (i) enter into any voting agreement or voting trust with respect to any of the Equity Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, Subject Shares and (iib) grant a has not granted any currently effective proxy or power of attorney with respect to any Subject Shares, and shall not grant at any time prior to the End Date any proxy or power of the Equity Securities that attorney with respect to any Subject Shares, in either case, which is inconsistent with such ShareholderHolder’s obligations pursuant to this Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to under this Agreement.
(c) During [The Holder shall vote the Interim PeriodShares (as defined below) to exercise the drag-along right pursuant to Section 3 of the Voting Agreement as set forth therein; provided, each Shareholder shall not take, nor shall it permit any of its Affiliates or any of its or their respective representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their Affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any Business Combination Proposal or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its shareholders and their respective Affiliates and representatives. Each Shareholder shall, and shall cause its Affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. If a Shareholder receives any inquiry or proposal with respect to an Business Combination Proposal, then such Shareholder shall promptly (and that in no event later than twenty-four (24) hours after such Shareholder becomes aware shall the Holder be required to execute any documents on behalf of such inquiry or proposal) (i) notify such person in writing that Acquiror is subject to an exclusivity agreement with respect to the Merger that prohibits such Shareholder from considering such inquiry or proposal and (ii) advise a stockholder of the Company that is not an Affiliate of such inquiry or proposalthe Holder. Such exercise shall be included within the Written Consent.]
Appears in 1 contract
Sources: Merger Agreement (Ondas Inc.)
Support Agreement. Support Agreement A consent and support agreement containing terms and conditions acceptable to the Company and the Initial Consenting Debentureholder will be entered into with the Company by the Initial Consenting Debentureholder and such other Convertible Debentureholders who sign such a consent and support agreement or a Joinder Agreement (collectively, a “Support Agreement”). Consenting Debentureholder Support The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which each Consenting Obligations Debentureholder shall, among other things, agree with respect to all of its current and subsequently acquired holdings of Convertible Debentures and of any other debt or equity of the Company (collectively, its “Holdings”), so long as the Support Agreement has not been terminated, to use commercially reasonable efforts to: (a) Each Shareholder hereby irrevocably support, consent to and unconditionally agrees that, from and after the date hereof and until the earlier vote in favour of the Closing Transaction in respect of its Holdings; (b) forbear from the exercise of any rights or remedies it may have relating to, and (if the Transaction is implemented pursuant to a CBCA Plan) consent to a stay in respect of, all existing and future defaults in respect of its Holdings relating to the CBCA Proceedings or the valid termination Transaction, or any steps or actions taken in pursuit thereof, during the period in which the Support Agreement is in effect; (c) not take or support or encourage any legal or natural person (a “Person”) in taking any action that is intended to or could reasonably be expected to impede, interfere with, prevent or delay the implementation of the Merger Agreement Transaction; (d) consent to the “Effective Period”), at any meeting non-payment of interest by the Company in respect of the shareholders Convertible Debentures while the Support Agreement is in effect; (e) support, consent to and take such actions as are necessary to effectuate any amendment, supplement, waiver or direction pursuant to the Convertible Debenture Indenture or relating to its Holdings that is necessary or desirable in order to implement the Transaction; (f) work cooperatively with the Company and its advisors to structure and implement the Transaction and to take such actions as may be reasonably necessary to carry out the purposes and intent of Acquiror the Support Agreement; and (whether annual or extraordinary g) such other provisions as may be agreed and whether or included in the Support Agreement. Support Obligations of the Company The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which the Company shall, so long as the Support Agreement has not adjourned or postponed or any been terminated, among other meeting of Acquiror)things, however called, on any written resolution, agree to: (a) support and take all reasonable actions necessary to implement the Transaction in accordance with a mutually agreed-upon schedule and as contemplated by this Term Sheet and the Support Agreement; (b) take reasonable actions to oppose and object to any action by written consent any Person seeking to object to, delay, impede or resolutiontake any other action to interfere with the approval or implementation of the Transaction; (c) not, directly or indirectly, modify the Transaction, in each case whole or in part, in a manner that is inconsistent with the terms of this Term Sheet and the Support Agreement or commence any proceeding opposing any of the shareholders terms of Acquiror this Term Sheet and the Support Agreement or otherwise take any action to obstruct or delay the consummation of the Transaction; (collectivelyd) agree that all material transaction documents, “such meeting or written consent”), each Shareholder shall, solely Court filings of the Company and Court orders entered in its capacity as a shareholder of Acquirorconnection with the Transaction, as applicable, do shall be satisfactory to the following:
Majority Consenting Debentureholders; and (ie) when such meeting is heldother provisions as may be agreed and included in the Support Agreement; provided that notwithstanding anything to the contrary, appear at the Company shall be permitted to receive a bona fide, unsolicited proposal and to negotiate a transaction in respect of such meeting (in person or by proxy pursuant to Section 1(b) below) or otherwise cause proposal if the Equity Securities to be counted as present thereat for the purpose board of establishing a quorum;
(ii) vote the Equity Securities (or execute and return an action by written consent), or cause the Equity Securities to be voted (or validly execute and return and cause such consent to be granted with respect to), at such meeting or written consent in favor directors of the proposals set forth in the Proxy Statement/Registration Statement, the Merger Agreement, and the dealing with of the Equity Securities in accordance with the Merger Agreement, and the transactions contemplated thereby, including the Domestication Company (collectively, the “TransactionsBoard”), including with respect following receipt of advice from its outside legal and financial advisors, believes in good faith, in the exercise of its fiduciary duties, that such proposal could reasonably be expected to any matter in furtherance of, or contemplated by, the Transactions or by any of the Ancillary Agreements for which a vote or approval of the shareholders of Acquiror is required; and
(iii) vote against any action, proposal, transaction or agreement that would (x) result in a breach in any respect transaction more favourable to the Company and its stakeholders than the Transaction (a “Superior Proposal”). Transfers of any representation, warranty, covenant, obligation or agreement of Acquiror or Merger Sub contained in Holdings Pursuant to the Merger Agreement or (y) impede, frustrate, prevent or nullify and provision of this Support Agreement, the Merger Agreement or the Transactions.
(b) Each Shareholder hereby covenants and agrees that such Shareholder each Consenting Debentureholder shall notagree to refrain from, at any time prior to the earlier of the termination of this Agreement in accordance with Section 4(a) or the Closing, (i) enter into any voting agreement or voting trust with respect to any of the Equity Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of the Equity Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
(c) During the Interim Period, each Shareholder shall not take, nor shall it permit any of its Affiliates or any of its or their respective representatives to take, whether directly or indirectly, selling, assigning, lending, pledging, mortgaging, disposing or otherwise transferring (in each case a “Transfer”) any action of its Holdings or any interest therein to (i) solicitany other Person, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence except with respect to, any Person (other than the prior written consent of the Company, its shareholders and/or any provided that if the Consenting Debentureholder manages the Holdings on behalf of their Affiliates or representatives)a fund, concerning, relating such Consenting Debentureholder may Transfer such Holdings to or which is intended or is reasonably likely to give rise to or result in, any Business Combination Proposal or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in another fund it manages without the case prior consent of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its shareholders provided further that such Consenting Debentureholder shall remain bound by and their respective Affiliates and representatives. Each Shareholder shall, and shall cause its Affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior subject to the date hereof with Support Agreement in respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. If a Shareholder receives any inquiry or proposal with respect to an Business Combination Proposal, then such Shareholder shall promptly (and in no event later than twenty-four (24) hours after such Shareholder becomes aware of such inquiry or proposal) (i) notify such person in writing that Acquiror is subject Holdings. Consenting Debentureholder Termination Rights The Support Agreement will contain applicable termination events to an exclusivity agreement be agreed between the Company and the Initial Consenting Debentureholder with respect to the Merger Support Agreement (including, for certainty, any Joinder Agreements), including, without limitation, the following: (a) the occurrence of a material breach of the Support Agreement by the Company that prohibits such Shareholder from considering such inquiry or proposal and has not been cured (iiif susceptible to cure) advise five (5) business days after written notice to the Company of such inquiry material breach by the Initial Consenting Debentureholder; (b) the Company fails to meet any of the milestones set forth in this Term Sheet and the Support Agreement unless such failure is the result of any act, omission, or proposaldelay on the part of a Consenting Debentureholder; (c) the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal; and (d) such other termination event(s) as may be agreed and included in the Support Agreement. Company Termination Rights The Support Agreement will contain applicable termination events to be agreed between the Company and the Initial Consenting Debentureholder with respect to the Support Agreement (including, for certainty, any Joinder Agreements), including, without limitation, the following: (a) the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal; (b) the Convertible Debentures are paid in cash in full (including any and all accrued and unpaid interest) prior to or on the Effective Date; (c) the Transaction is not completed by a determined outside date; and (d) such other termination event(s) as may be agreed and included in the Support Agreement.
Appears in 1 contract
Sources: Note Purchase Agreement (Bellatrix Exploration Ltd.)
Support Agreement. Support Agreement A consent and support agreement containing terms and conditions acceptable to the Company and the Initial Consenting Debentureholder will be entered into with the Company by the Initial Consenting Debentureholder and such other Convertible Debentureholders who sign such a consent and support agreement or a Joinder Agreement (collectively, a “Support Agreement”). Consenting Debentureholder Support The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which each Consenting Obligations Debentureholder shall, among other things, agree with respect to all of its current and subsequently acquired holdings of Convertible Debentures and of any other debt or equity of the Company (collectively, its “Holdings”), so long as the Support Agreement has not been terminated, to use commercially reasonable efforts to: (a) Each Shareholder hereby irrevocably support, consent to and unconditionally agrees that, from and after the date hereof and until the earlier vote in favour of the Closing Transaction in respect of its Holdings; (b) forbear from the exercise of any rights or remedies it may have relating to, and (if the Transaction is implemented pursuant to a CBCA Plan) consent to a stay in respect of, all existing and future defaults in respect of its Holdings relating to the CBCA Proceedings or the valid termination Transaction, or any steps or actions taken in pursuit thereof, during the period in which the Support Agreement is in effect; (c) not take or support or encourage any legal or natural person (a “Person”) in taking any action that is intended to or could reasonably be expected to impede, interfere with, prevent or delay the implementation of the Merger Agreement Transaction; (d) consent to the “Effective Period”), at any meeting non-payment of interest by the Company in respect of the shareholders of Acquiror Convertible Debentures while the Support Agreement is in effect; (whether annual e) support, consent to and take such actions as are necessary to effectuate any amendment, supplement, waiver or extraordinary direction pursuant to the Convertible Debenture Indenture or relating to its Holdings that is necessary or desirable in order to implement the Transaction; (f) work cooperatively with the Company and whether or not adjourned or postponed or any other meeting of Acquiror), however called, on any written resolution, its advisors to structure and in any action by written consent or resolution, in each case implement the Transaction and to take such actions as may be reasonably necessary to carry out the purposes and intent of the shareholders Support Agreement; and (g) such other provisions as may be agreed and included in the Support Agreement. Support Obligations of Acquiror (collectively, “such meeting or written consent”), each Shareholder the Company The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which the Company shall, solely in its capacity so long as a shareholder of Acquirorthe Support Agreement has not been terminated, as applicableamong other things, do agree to: (a) support and take all reasonable actions necessary to implement the following:
(i) when such meeting is held, appear at such meeting (in person or by proxy pursuant to Section 1(b) below) or otherwise cause the Equity Securities to be counted as present thereat for the purpose of establishing a quorum;
(ii) vote the Equity Securities (or execute and return an action by written consent), or cause the Equity Securities to be voted (or validly execute and return and cause such consent to be granted with respect to), at such meeting or written consent in favor of the proposals set forth in the Proxy Statement/Registration Statement, the Merger Agreement, and the dealing with of the Equity Securities Transaction in accordance with the Merger Agreement, a mutually agreed-upon schedule and as contemplated by this Term Sheet and the transactions contemplated thereby, including the Domestication (collectively, the “Transactions”), including with respect to any matter in furtherance of, or contemplated by, the Transactions or by any of the Ancillary Agreements for which a vote or approval of the shareholders of Acquiror is required; and
(iii) vote against any action, proposal, transaction or agreement that would (x) result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of Acquiror or Merger Sub contained in the Merger Agreement or (y) impede, frustrate, prevent or nullify and provision of this Support Agreement, the Merger Agreement or the Transactions.
(b) Each Shareholder hereby covenants and agrees that such Shareholder shall not, at any time prior to the earlier of the termination of this Agreement in accordance with Section 4(a) or the Closing, (i) enter into any voting agreement or voting trust with respect to any of the Equity Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of the Equity Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
(c) During the Interim Period, each Shareholder shall not take, nor shall it permit any of its Affiliates or any of its or their respective representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their Affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any Business Combination Proposal or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its shareholders and their respective Affiliates and representatives. Each Shareholder shall, and shall cause its Affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. If a Shareholder receives any inquiry or proposal with respect to an Business Combination Proposal, then such Shareholder shall promptly (and in no event later than twenty-four (24) hours after such Shareholder becomes aware of such inquiry or proposal) (i) notify such person in writing that Acquiror is subject to an exclusivity agreement with respect to the Merger that prohibits such Shareholder from considering such inquiry or proposal and (ii) advise the Company of such inquiry or proposal.;
Appears in 1 contract
Sources: Consent and Support Agreement (Bellatrix Exploration Ltd.)
Support Agreement. (a) Each Parent shall ensure that the rights, preferences, privileges, benefits, restrictions and obligations of any Rollover Shareholder hereby irrevocably under this Agreement shall not be less favorable (or more restrictive) to such Rollover Shareholder than similar rights, preferences, privileges, benefits, restrictions and unconditionally agrees thatobligations of any Supporting Shareholder under the Support Agreement or any other Contract relating to the rollover of the Securities owned by such Supporting Shareholder; except to the extent the rights, preferences, privileges, benefits, restrictions and obligations of the Rollover Shareholders differ from and after those of the Supporting Shareholders as of the date hereof pursuant to the terms of the Parent Group Contracts provided to the Rollover Shareholders on or prior to the date hereof and until this Section 3.4(a) is not intended to alter such differing terms. Parent agrees in the earlier of the Closing or the valid termination of the Merger Agreement (the “Effective Period”event it breaches this Section 3.4(a), at in addition to any meeting of the shareholders of Acquiror (whether annual right or extraordinary and whether or not adjourned or postponed or remedy any other meeting of Acquiror)Rollover Shareholder may have, however called, on any written resolution, and in any action by written consent or resolution, in each case of the shareholders of Acquiror (collectively, “such meeting or written consent”), each Shareholder shall, solely in its capacity as a shareholder of Acquiror, as applicable, do the following:
(i) when such meeting is held, appear at such meeting (in person or by proxy pursuant to Section 1(b) below) or otherwise cause the Equity Securities to this Agreement shall be counted as present thereat for the purpose of establishing a quorum;
(ii) vote the Equity Securities (or execute and return an action by written consent), or cause the Equity Securities to be voted (or validly execute and return and cause such consent to be granted with respect to), at such meeting or written consent deemed automatically amended in favor of the proposals set forth in the Proxy Statement/Registration Statement, the Merger Agreement, and the dealing with of the Equity Securities in accordance with the Merger Agreement, and the transactions contemplated thereby, including the Domestication each Rollover Shareholder to incorporate such terms that are more favorable (collectively, the “Transactions”), including with respect or less restrictive) to any matter in furtherance of, or contemplated by, the Transactions or by any of the Ancillary Agreements for which a vote or approval of the shareholders of Acquiror is required; and
(iii) vote against any action, proposal, transaction or agreement that would (x) result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of Acquiror or Merger Sub contained in the Merger Agreement or (y) impede, frustrate, prevent or nullify and provision of this Agreement, the Merger Agreement or the TransactionsSupporting Shareholder.
(b) Each Shareholder hereby covenants Parent undertakes that the number and agrees that such Shareholder shall not, at any time prior class of Parent Shares to be issued to the earlier applicable Supporting Shareholders at the Rollover Closing in connection with the rollover of the termination Shares owned by such Supporting Shareholders shall be those set forth in Schedule B hereto; provided that, pursuant to the terms of this Agreement the Support Agreement, GA may elect not to rollover some or all of its Shares, in accordance with Section 4(a) or the Closing, which case (i) enter into any voting agreement or voting trust with respect to any such Shares shall no longer be “Rollover Shares” of the Equity Securities that is inconsistent with such Shareholder’s obligations pursuant to this AgreementGA in Schedule B hereto, (ii) grant a proxy or power the number of attorney with respect to any of Shares in the Equity Securities that is inconsistent with such Shareholdercolumn titled “Rollover Shares” opposite GA’s obligations pursuant to this Agreementname on Schedule B hereto shall be reduced accordingly, or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
(c) During the Interim Period, each Shareholder shall not take, nor shall it permit any number of its Affiliates or any of its or their respective representatives to take, whether directly or indirectly, any action to (i) solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders and/or any of their Affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any Business Combination Proposal or (ii) approve, endorse or recommend, or make any public statement approving, endorsing or recommending, any Business Combination Proposal, Parent Shares in the case of each of clauses (i) and (ii), other than a Business Combination Proposal with the Company, its shareholders and their respective Affiliates and representatives. Each Shareholder shall, and column titled “Parent Shares” opposite GA’s name on Schedule B hereto shall cause its Affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal, other than with the Company, its equityholders or their respective controlled Affiliates. If a Shareholder receives any inquiry or proposal with respect to an Business Combination Proposal, then such Shareholder shall promptly (and in no event later than twenty-four (24) hours after such Shareholder becomes aware of such inquiry or proposal) (i) notify such person in writing that Acquiror is subject to an exclusivity agreement with respect to the Merger that prohibits such Shareholder from considering such inquiry or proposal and (ii) advise the Company of such inquiry or proposalbe reduced accordingly.
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