Common use of Voting Obligations Clause in Contracts

Voting Obligations. Mondee, by this Agreement, with respect to the Mondee Share (together with any other equity securities of the Company that Mondee acquires record or beneficial ownership of after the date hereof and prior to the Closing, collectively the “Subject Mondee Equity Securities”), hereby agrees during the term of this Agreement (i) to vote (or cause to be voted), at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after the Company requests such delivery), or in any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holders Subject Mondee Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Mondee Equity Securities held by Mondee at such time (a) in favor of the approval and adoption of the BCA and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (ii) not to commit or agree to take any action inconsistent with the foregoing. Mondee acknowledges receipt and review of a copy of the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors. ​ ​ ​ ​ ​

Appears in 1 contract

Samples: Stockholder Support Agreement (ITHAX Acquisition Corp.)

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Voting Obligations. Mondee, by this Agreement, with respect to the Mondee Share (together with any other equity securities of the Company that Mondee acquires record or beneficial ownership of after the date hereof and prior to the Closing, collectively the “Subject Mondee Equity Securities”), hereby agrees during the term of this Agreement (i) to vote (or cause to be voted), at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after the Company requests such delivery), or in any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holders Subject Mondee Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Mondee Equity Securities held by Mondee at such time (a) in favor of the approval and adoption of the BCA and the approval of the Mergers and the other Transactions and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (ii) not to commit or agree to take any action inconsistent with the foregoing. Mondee acknowledges receipt and review of a copy of the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors. ​ ​ ​ ​ ​.

Appears in 1 contract

Samples: Stockholder Support Agreement (ITHAX Acquisition Corp.)

Voting Obligations. Mondee, by this AgreementEach Key Company Stockholder, with respect to the Mondee Share its shares of Company Common Stock (together with any other equity securities of the Company that Mondee each Key Company Stockholder acquires record or beneficial ownership of after the date hereof and prior to the Closinghereof, collectively collectively, the “Subject Mondee Company Equity Securities”), hereby agrees during the term of this Agreement Agreement, severally and not jointly, as follows: (ia) to vote (or cause to be voted), at any meeting of the stockholders of the Company, however called, or any adjournment thereof, and in any action by written consent of the stockholders of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after the Company or Parent requests such delivery), or in any other circumstance in which the vote, consent or other approval of the shareholders stockholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holders Key Company Stockholder’s Subject Mondee Company Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Mondee Company Equity Securities held by Mondee such Key Company Stockholder at such time (ai) in favor of the approval and adoption of the BCA and the approval of the Mergers and the other Transactions including the Company COI Amendment and the Company Stockholder AIM Consent and (bii) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (iib) not to commit or agree to take any action inconsistent with the foregoing. Mondee acknowledges receipt and review of a copy of the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors. ​ ​ ​ ​ ​.

Appears in 1 contract

Samples: Stockholder Support Agreement (Rosecliff Acquisition Corp I)

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Voting Obligations. Mondee, by this AgreementThe Supporting Company Shareholder, with respect to the Mondee Share its Company Ordinary Shares (together with any other equity securities of the Company that Mondee the Supporting Company Shareholder acquires record or beneficial ownership of after the date hereof and prior to the Closinghereof, collectively collectively, the “Subject Mondee Company Equity Securities”), hereby agrees during the term of this Agreement Agreement, as follows: (ia) to vote (or cause to be voted), at any meeting of the stockholders equityholders of the Company, however called, or any adjournment thereof, and in any action by written consent of the stockholders equityholders of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours, after the Company requests such delivery)Company, or in any other circumstance in which the vote, consent or other approval of the shareholders equityholders of the Company is sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holders the Supporting Company Shareholder’s Subject Mondee Company Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject Mondee Company Equity Securities held by Mondee the Supporting Company Shareholder at such time (ai) in favor of the approval and adoption of the BCA and the approval of the Mergers and the other Transactions Company Equityholder Proposals and (bii) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated and (iib) not to commit or agree to take any action inconsistent with the foregoing. Mondee acknowledges receipt and review of a copy of the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors. ​ ​ ​ ​ ​.

Appears in 1 contract

Samples: Transaction Support Agreement (Israel Acquisitions Corp)

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