Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (a) the Company shall, and shall cause its Subsidiaries to, and (b) SPAC shall, (i) use reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPAC, as applicable, are required to obtain in order to consummate the Transactions, (ii) use reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VII, shall require the Company, any of its Subsidiaries or SPAC or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPAC, (D) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other GCL Companies and the Acquisition Entities to, and (bii) SPAC shall, (ia) use reasonable best efforts to obtain all material consents and approvals of third parties that the any GCL Company and or any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts to take or cause such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the any GCL Company, any of its Subsidiaries SPAC or SPAC the Acquisition Entities or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.6, and without limiting the express obligations to make regulatory filings under Section 8.2), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACGCL Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the GCL Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries GCL Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (a) the Company shall, and shall cause its Subsidiaries to, and (b) SPAC shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPAC, as applicable, are required to obtain in order to consummate the Transactions, (ii) use commercially reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII (including the use of commercially reasonable efforts to enforce their respective rights under the Subsequent Equity Subscription Agreements and the subscription or similar agreements entered into with respect to the Permitted Financing, where applicable) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VII, shall require the Company, any of its Subsidiaries or SPAC or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPAC, (D) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VI VII, each of the Company and the SPAC shall, and the Company shall cause the other Group Companies and the Acquisition Entities to, (a) the Company shall, and shall cause its Subsidiaries to, and (b) SPAC shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company Group Companies or the Acquisition Entities and any of its Subsidiaries or SPAC, as applicable, are required to obtain in order to consummate the Transactions, (iib) use reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of PubCo, the use of commercially reasonable efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, provided that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the Company, any of its Subsidiaries the Group Companies, SPAC or SPAC any Acquisition Entity or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (Bii) seek to have any stay or Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the PubCo, any Group Company or any of its Subsidiaries or SPAC, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries PubCo, the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the CompanyPubCo, any of its Subsidiaries Group Company or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V VI, or Article VI VII (a) the Company shall, and shall cause its Subsidiaries to, and (b) each of SPAC and the Acquisition Entities shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPACany of SPAC or any of the Acquisition Entities, as applicable, are required to obtain in order to consummate the Transactions, (ii) cooperate to cause the name of the Surviving Corporation to be changed effective as of the Acquisition Closing Date to respectively Grab Holdings Inc., including through the adoption of the appropriate corporate resolutions, and (iii) use commercially reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of SPAC and PubCo, the use of commercially reasonable efforts to enforce its rights under the Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VIIVIII, shall require the Company, any of its Subsidiaries Subsidiaries, SPAC or SPAC any Acquisition Entity or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, the Company or any of its Subsidiaries or SPAC, (D) take or commit to take actions that limit the freedom of action of any of PubCo, the Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, the Company, any of its Subsidiaries or Material Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other Caravelle Companies and the Acquisition Entities to, and (bii) SPAC shall, (ia) use reasonable best efforts to obtain all material consents and approvals of third parties that the any Caravelle Company and or any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts to take or cause such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of SPAC and PubCo, the use of reasonable best efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the any Caravelle Company, any of its Subsidiaries SPAC or SPAC the Acquisition Entities or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACCaravelle Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the Caravelle Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries Caravelle Companies or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other Nettar Companies and the Acquisition Entities to, and (bii) SPAC shall, (ia) use reasonable best efforts to obtain all material consents and approvals of third parties that the any Nettar Company and or any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts to take or cause such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of SPAC and PubCo, the use of reasonable best efforts to enforce PubCo’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the any Nettar Company, any of its Subsidiaries SPAC or SPAC the Acquisition Entities or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACNettar Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the Nettar Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries Nettar Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other Group Companies to, and (bii) SPAC shall, (ia) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the any Group Company and any of its Subsidiaries or SPAC, as applicable, are is required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts take or cause to take be taken such other action as may be reasonably necessary or as another the other party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of the Company, the use of commercially reasonable efforts to enforce SPAC’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, provided that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the Company, any of its Subsidiaries Group Company or SPAC or any of their respective Affiliates to (Aand no Group Company, SPAC or any of their respective Affiliates shall, without the other party’s prior written consent) (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACGroup Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries Group Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V VI, or Article VI VII (a) the Company shall, and shall cause its Subsidiaries (including the Merger Subs) to, and (b) SPAC shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (ii) use commercially reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VIIVIII, shall require the Company, any of its Subsidiaries or SPAC or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPAC, (D) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other View Companies to, and (bii) SPAC each of Acquiror and Merger Sub shall, (ia) use reasonable best efforts to obtain all material consents and approvals of third parties that the any View Company and or any of its Subsidiaries Acquiror or SPACMerger Sub, as applicable, are required to obtain in order to consummate the Transactions, Transactions and (iib) use reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII (including, in the case of Acquiror, the use of reasonable best efforts to enforce Acquiror’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the any View Company, any of its Subsidiaries Acquiror or SPAC Merger Sub or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (Bii) seek to have any stay or Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACView Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the View Companies or SPAC Acquiror with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries View Companies or SPAC Acquiror or (Ev) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VI VIII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 7.03 and Section 8.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 9.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Company shallTransactions, and shall cause its Subsidiaries to, and (b) SPAC shall, (i) use reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries Acquiror, the Company, or SPAC, as applicable, their respective Affiliates are required to obtain in order to consummate the Transactions; provided that, to the extent agreed to by Acquiror, the Company shall not be required to seek any such required consents or approvals of third-party counterparties to Material Contracts with the Company or its Subsidiaries, and (iic) use reasonable best efforts to take such other action as may reasonably be reasonably necessary or as another party hereto Party may reasonably request to satisfy the conditions of the other Party set forth in Article VIII X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided. Notwithstanding the foregoing, howeverin no event shall Acquiror, thatFirst Merger Sub, notwithstanding anything contained in this Agreement to the contrarySecond Merger Sub, nothing in this Agreement, including this Article VII, shall require the Company, any of its Subsidiaries or SPAC or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries be obligated to bear any material expense or SPACpay any material fee or grant any material concession in connection with obtaining any consents, (D) take authorizations or commit approvals pursuant to take actions that limit the freedom terms of action of any Contract to which the Company, Company or any of its Subsidiaries is a party or SPAC otherwise required in connection with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms consummation of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V VI, or Article VI VII (a) the Company shall, and shall cause its Subsidiaries to, and (b) each of SPAC and the Acquisition Entities shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPACany of SPAC or any of the Acquisition Entities, as applicable, are required to obtain in order to consummate the TransactionsTransactions (including the consents and approvals set forth in Section 8.3 of the Company Disclosure Letter), (ii) cooperate to cause the name of the Surviving Corporation to be changed effective as of the Acquisition Closing Date to Prenetics Holding Company, including through the adoption of the appropriate corporate resolutions, and (iii) use commercially reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of the Company, SPAC and PubCo, the use of commercially reasonable efforts to enforce their respective rights under the Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VIIVIII, shall require the Company, any of its Subsidiaries Subsidiaries, SPAC or SPAC any Acquisition Entity or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, the Company or any of its Subsidiaries or SPAC, (D) take or commit to take actions that limit the freedom of action of any of PubCo, the Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, the Company, any of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other Caravelle Companies and the Acquisition Entities to, and (bii) SPAC shall, (ia) use reasonable best efforts to obtain all material consents and approvals of third parties that the any Caravelle Company and or any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts to take or cause such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the any Caravelle Company, any of its Subsidiaries SPAC or SPAC the Acquisition Entities or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACCaravelle Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the Caravelle Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries Caravelle Companies or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other AEye Companies to, and (bii) SPAC each of Acquiror and Merger Sub shall, (ia) use reasonable best efforts to obtain all material consents and approvals of third parties that the any AEye Company and or any of its Subsidiaries Acquiror or SPACMerger Sub, as applicable, are required to obtain in order to consummate the Transactions, Transactions and (iib) use reasonable best efforts to take or cause such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII (including, in the case of Acquiror, the use of reasonable best efforts to enforce Acquiror’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the any AEye Company, any of its Subsidiaries Acquiror or SPAC Merger Sub or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 7.6, and without limiting the express obligations to make regulatory filings under Section 7.1), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversedreversed (except as required under Section 7.6), (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACAEye Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the AEye Companies or SPAC Acquiror with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries AEye Companies or SPAC Acquiror or (Ev) grant any financial, legal or other accommodation to any other Person, including agreeing to change any Person (for the avoidance of doubt without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V VI or Article VI VII, upon the terms and subject to the conditions set forth in this Agreement, (a) the Company shall, and shall cause its Subsidiaries to, to and (b) SPAC shallCGAC shall (i) use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties to this Agreement in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Mergers and the other Transactions, (iii) use reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPACCGAC, as applicable, are required to obtain in order to consummate the Transactions, and (iiiii) use reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VIIVIII, shall require the Company, any of its Subsidiaries Subsidiaries, the Acquisition Entities or SPAC CGAC or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the any Group Company or any of its Subsidiaries or SPACCGAC, (DB) take or commit to take actions that limit the freedom of action of any of the Company, any of its Subsidiaries or SPAC CGAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries or SPAC Material Subsidiaries or CGAC or (EC) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other AUM Companies and the Acquisition Entities to, and (bii) SPAC shall, (ia) use reasonable best efforts to obtain all material consents and approvals of third parties that the any AUM Company and or any of its Subsidiaries or the Acquisition Entities and SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts to take or cause such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the any AUM Company, any of its Subsidiaries SPAC or SPAC the Acquisition Entities or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5, and without limiting the express obligations to make regulatory filings under Section 8.1), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACAUM Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the AUM Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries AUM Companies or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other Group Companies to, and (bii) SPAC shall, (ia) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the any Group Company and any of its Subsidiaries or SPAC, as applicable, are is required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts take or cause to take be taken such other action as may be reasonably necessary or as another the other party hereto may reasonably request to satisfy the conditions of Article VIII ‎Article IX (including, in the case of the Company, the use of commercially reasonable efforts to enforce SPAC’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, provided that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the Company, any of its Subsidiaries Group Company or SPAC or any of their respective Affiliates to (Aand no Group Company, SPAC or any of their respective Affiliates shall, without the other party’s prior written consent) (i) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 8.5), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACGroup Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries Group Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V VII or Article VI VIII, each of the Company and the SPAC shall, and the Company shall cause the other Group Companies and the Company Acquisition Entities to, and SPAC shall cause the SPAC Acquisition Entities to, (a) the Company shall, and shall cause its Subsidiaries to, and (b) SPAC shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Group Companies or the Company Acquisition Entities and any of its Subsidiaries SPAC or SPACthe SPAC Acquisition Entities, as applicable, are required to obtain in order to consummate the Transactions, (iib) use reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto Party may reasonably request to satisfy the conditions of Article VIII X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the Company, any of its Subsidiaries the Group Companies, SPAC or SPAC any Acquisition Entity or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (Bii) seek to have any stay or Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the PubCo, any Group Company or any of its Subsidiaries or SPAC, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries PubCo, the Group Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the CompanyPubCo, any of its Subsidiaries Group Company or SPAC SPAC, or (Ev) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (a) the Company Xxxxxxx shall, and shall cause its Subsidiaries the other Xxxxxxx Companies to, and (b) SPAC shall, (ia) use reasonable best efforts to obtain all material consents and approvals of third parties Approvals that the any Xxxxxxx Company and any of its Subsidiaries or SPAC, as applicable, are required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts to take or cause such other action as may be reasonably necessary or as another party hereto the other may reasonably request to satisfy the conditions of Article VIII X or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the Company, any of its Subsidiaries Xxxxxxx Company or SPAC or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any ActionAction (without limiting the express obligations to make regulatory filings under Section 9.1), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company Target Companies or any of its Subsidiaries or SPACthe Acquisition Entities, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the Target Companies or the Acquisition Entities or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries the Target Companies or the Acquisition Entities or SPAC or (Ev) bear any material expense, pay any material fee or grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (ai) the The Company shall, and shall cause its Subsidiaries the other Rumble Companies to, and (bii) SPAC shall, and shall cause CallCo and ExchangeCo to, (ia) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries Rumble Company, SPAC, CallCo or SPACExchangeCo, as applicable, are is required to obtain in order to consummate the Transactions, and (iib) use reasonable best efforts to take or cause such other action as may be reasonably necessary or as another the other party hereto may reasonably request to satisfy the conditions of Article ‎Article VIII (including, in the case of SPAC, the use of commercially reasonable efforts to enforce SPAC’s rights under the PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the Company, any of its Subsidiaries Rumble Company or SPAC or any of their respective Affiliates to (Ai) commence or threaten to commence, pursue or defend against any ActionAction (except as required under Section 7.6, and without limiting the express obligations to make regulatory filings under ‎Section 7.1), whether judicial or administrative, (Bii) seek to have any stay or other Governmental Order vacated or reversed, (Ciii) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACRumble Companies, (Div) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the Rumble Companies or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries Rumble Companies or SPAC or (Ev) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).

Support of Transaction. Without limiting any covenant contained in Article V VI, or Article VI VII (a) the Company shall, and shall cause its Subsidiaries (including the Merger Subs) to, and (b) SPAC shall, (i) use commercially reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPAC, as applicable, are required to obtain in order to consummate the TransactionsTransactions (including the consents and approvals set forth in Section 8.3 of the Company Disclosure Letter), and (ii) use commercially reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII IX (including, in the case of SPAC, the use of commercially reasonable efforts to enforce its rights under the Forward Purchase Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article VIIVIII, shall require the Company, any of its Subsidiaries or SPAC or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any Action, whether judicial or administrative, (B) seek to have any stay or Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPAC, (D) take or commit to take actions that limit the freedom of action of any of the Company, any of its Subsidiaries or SPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries or SPAC or (E) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (a) VII, GCM PubCo, the Company shallGrosvenor Holders and Grosvenor Companies shall each, and shall each cause its their respective Subsidiaries to, and (b) SPAC shall, (i) to use reasonable best efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries or SPAC, as applicable, are required to obtain in order to consummate the Transactions, (ii) use reasonable best efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, provided that, notwithstanding anything contained in this Agreement herein to the contrarycontrary (other than the obligations of the Grosvenor Holders and Grosvenor Companies in Section 7.1(b), excluding the first sentence of such Section), nothing in this Agreement, including Section 5.6 or otherwise in this Article VII, Agreement shall require the CompanyGrosvenor Holders, any of its Grosvenor Companies or their respective Subsidiaries or SPAC or any of their respective Affiliates to (Ai) propose, negotiate, effect or agree to any undertakings, commitments or conditions, (ii) commence or threaten to commence, pursue or defend against any ActionAction or Legal Proceeding, whether judicial or administrative, (Biii) seek to have any stay or Governmental Order entered into by any court or other Governmental Authority vacated or reversed, (Civ) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company Grosvenor Holders, Grosvenor Companies or any of its their respective Subsidiaries or SPACAffiliates, (Dv) take or commit to take actions that limit the freedom of action of the Company, any of its the Grosvenor Holders, Grosvenor Companies or their respective Subsidiaries or SPAC Affiliates with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the CompanyGrosvenor Holders, Grosvenor Companies or their respective Subsidiaries or Affiliates, (vi) make, or offer to make, or be required to make, any payment or other commitment in connection with obtaining any consent, waiver or modification of its Subsidiaries any rights or SPAC otherwise or (Evii) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article V or Article VI (a) the Company Parent shall, and shall cause its Subsidiaries the EMEA Companies to, and (b) SPAC each of Acquiror and Merger Sub shall, (i) use reasonable best efforts to obtain all material consents and approvals of third parties that the any EMEA Company and or any of its Subsidiaries Acquiror or SPACMerger Sub, as applicable, are required to obtain in order to consummate the TransactionsTransactions (including in the case of Parent, the Delayed Contribution) and (ii) use reasonable best efforts take or cause to take be taken such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the Transactions (including in the case of Parent, the Delayed Contribution) as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement herein to the contrary, nothing in this Agreement, including this Article VII, Agreement shall require the any EMEA Company, any of its Subsidiaries Acquiror or SPAC Merger Sub or any of their respective Affiliates to (A) commence or threaten to commence, pursue or defend against any ActionAction (without limiting the express obligations to make regulatory filings under Section 7.1), whether judicial or administrative, (B) seek to have any stay or other Governmental Order vacated or reversed, (C) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of the Company or any of its Subsidiaries or SPACEMEA Companies, (D) take or commit to take actions that limit the freedom of action of the Company, any of its Subsidiaries the EMEA Companies or SPAC Acquiror with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of the Company, any of its Subsidiaries EMEA Companies or SPAC Acquiror or (E) grant any financial, legal or other accommodation to any other PersonPerson (for the avoidance of doubt, including agreeing to change any without limiting the express obligations of such parties under the terms of this Agreement and the TransactionsAncillary Agreements).