Common use of Support of Transaction Clause in Contracts

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the matters described in Section 8.02, which shall control with respect to Antitrust Laws and related matters to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each: (a) use commercially 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 Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as promptly as practicable. Notwithstanding the foregoing, in no event shall Acquiror or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect Subject to the matters described terms and conditions and limitations set forth in Section 8.02, which shall control with respect to Antitrust Laws and related matters to the extent of any conflict with the succeeding provisions of this Section 8.01Agreement, Acquiror and the Company shall each, and shall each cause their respective Affiliates to: (a) use commercially 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 Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates reasonably request or are otherwise required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts connection with the CompanyMerger; provided that neither the Company nor its Subsidiaries shall be required to pay any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregate, and (c) use execute and deliver such other commercially reasonable efforts to documents, certificates and other agreements and take such other commercially reasonable action as may reasonably be necessary or as another party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article IX VIII or otherwise to comply with its obligations under this Agreement and or to consummate the Transactions as promptly as practicable. Notwithstanding Merger and the foregoingother transactions contemplated by the Transaction Documents, and (d) subject to Section 5.2 in no event shall Acquiror or the case of the Company be obligated and its Subsidiaries, provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to bear interfere unreasonably with its operations, to its personnel, properties, business and records for any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactionsreasonable purposes.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including In addition to the obligations other covenants of the Company and Acquiror with respect to the matters described parties set forth in Section 8.02, which shall control with respect to Antitrust Laws and related matters to the extent of any conflict with the succeeding provisions of this Section 8.01Agreement, Acquiror and the Company shall each, and shall each cause their respective Affiliates to: (a) use commercially 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 Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates reasonably request or are otherwise required to obtain in order to consummate the TransactionsMerger, including any required approvals of parties to Material Contracts with the Company, and (c) use commercially reasonable efforts to execute and deliver such other documents, certificates and other agreements and take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and or to consummate the Transactions as promptly as practicable. Notwithstanding Merger and the foregoingother transactions contemplated by the Transaction Documents, in no event shall Acquiror (d) use commercially reasonable efforts to defend any Actions, whether judicial or the Company be obligated to bear administrative, challenging this Agreement or any expense other Transaction Document or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactionstransactions contemplated hereby or thereby and to have lifted, vacated, reversed or overturned any law, rule, regulation, judgment, injunction, decree or order that prohibits or materially delays or materially impedes the consummation of the Merger, and (e) provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with its operations, to its personnel, properties, business and records for any reasonable purposes.

Support of Transaction. Without limiting any covenant contained in Article VI VI, or Article VII, including the obligations of the Company and Acquiror with respect to the matters described in Section 8.02, which shall control with respect to Antitrust Laws and related matters to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each: VII (a) use commercially reasonable efforts to assemblethe Company shall, prepare and file any information shall cause its Subsidiaries to, and (and, as needed, to supplement such informationb) as may be reasonably necessary to obtain as promptly as practicable all governmental each of SPAC and regulatory consents required to be obtained in connection with the TransactionsAcquisition Entities shall, (bi) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Company and any of Acquirorits Subsidiaries or any of SPAC or any of the Acquisition Entities, the Companyas applicable, or their respective Affiliates 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 any required approvals through the adoption of parties to Material Contracts with the Companyappropriate corporate resolutions, and (ciii) use commercially reasonable efforts to take such other action as may be reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article 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 promptly soon as practicable. Notwithstanding the foregoing; provided, however, that, notwithstanding anything contained in no event shall Acquiror or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant this Agreement to the terms contrary, nothing in this Agreement, including this Article VIII, shall require the Company, any of its Subsidiaries, SPAC or any Contract Acquisition Entity or any of their respective Affiliates to which the Company is a party (A) commence or otherwise in connection with the consummation of the Transactions.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,

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the matters described in Section 8.02, which shall control with respect to Antitrust Laws and related matters to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each: each (and shall each cause their respective Subsidiaries to) (a) use commercially 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 Transactionstransactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger, including any required approvals of parties to Material Contracts with the Company, and (c) make reasonably available such officers of the Company as are required to participate in Acquiror’s roadshow presentations and other meetings of prospective lenders and use commercially reasonable efforts to cause the Company’s auditors to provide reasonable and customary assistance (at the cost and expense of Acquiror), in each case to the extent reasonably required to secure financing as contemplated by this Agreement and the Commitment Letter, (d) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VIII hereof or otherwise to comply with this Agreement (including, without limitation, by executing the Adjustment Escrow Agreement, the Indemnification Escrow Agreement and the Investor Rights Agreement), and (e) provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to consummate interfere unreasonably with the Transactions as promptly as practicable. Notwithstanding the foregoing, in no event shall Acquiror or operations of the Company be obligated and its Subsidiaries, to bear its personnel, properties, business and records for any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactionsreasonable purposes.

Support of Transaction. Without limiting any other covenant contained in Article VI VI, Article VII or this Article VIIVIII, including the obligations of the Company and Acquiror with respect to the matters notifications, filings, reaffirmations and applications described in Section 8.02, which obligations shall control with respect to Antitrust Laws and related matters to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to use reasonable best efforts to: (a) use commercially 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 reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, ; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, Company or their respective Affiliates are required to obtain in order to consummate connection with the Transactions, including any required consents and approvals of parties to Material material Contracts with the Company, Company or its Subsidiaries (it being understood and agreed that it is not a condition to Closing under this Agreement that any such third party consents or approvals be obtained); (c) use commercially reasonable efforts terminate or cause to be terminated those agreements listed on Schedule 6.03; and (d) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as promptly as reasonably practicable. Notwithstanding the foregoing, in no event shall Acquiror or Acquiror, Merger Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactionsparty.

Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the matters described in Section 8.02, which shall control with respect to Antitrust Laws and related matters to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each: each (aand shall each cause their respective Affiliates to) (i) use commercially 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 Transactionstransactions contemplated hereby, (bii) use commercially reasonable efforts to obtain all material Third Party Consents and any other consents and approvals of third parties that any of 40 Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the TransactionsMerger (and the Company shall promptly provide Acquiror with written notice when any Third Party Consents set forth on Schedule 8.2(h) have been obtained), including any required approvals of parties to Material Contracts with the Company, and (ciii) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX VIII or otherwise to comply with this Agreement and Agreement, (iv) use commercially reasonable efforts to consummate cooperate with the Transactions as promptly as practicable. Notwithstanding the foregoing, in no event shall Acquiror or the Company be obligated to bear any expense or pay any fee or grant any concession other party's efforts in connection with obtaining any consentslegal proceeding contesting the Merger, authorizations (v) provide the other parties, and such other parties' employees, officers, accountants, lawyers, financial advisors and representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with the operations of the Company and its Subsidiaries or approvals pursuant Acquiror and Merger Sub, as applicable, to its personnel, properties, business and records for any reasonable purposes related to the terms of any Contract to which the Company is a party transactions contemplated by this Agreement or otherwise in connection with the consummation defense of any action, suit claim or proceeding, and (vi) amend this Agreement in such manner as the parties reasonably agree is necessary to implement the intention of the Transactionsparties hereto. Subject to the terms and conditions of this Agreement, Acquiror and Merger Sub agree to use all reasonable efforts to cause the Effective Time of the Merger to occur as soon as practicable.