Voting Obligations. Until the earlier of (a) the Closing or (b) termination of the BCA in accordance with Article IX thereof, Sponsor agrees that, at the SPAC Stockholders’ Meeting and in connection with any written consent of the stockholders of SPAC, Sponsor shall vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted at such meeting (or cause such consent to be duly and promptly executed and delivered with respect to), all of the Sponsor SPAC Shares (i) in favor of the approval and adoption of the BCA, the Transactions and any other proposal submitted for approval by the stockholders of SPAC in connection with the Transactions, including the Extension Proposal (if applicable), and (ii) against any action, agreement, transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or that would reasonably be expected to delay the consummation of the Transactions, increase the likelihood of the failure of the consummation of the Transactions or result in the failure of the Transactions from being consummated. This Section 1 shall be void and of no force and effect if the BCA shall be terminated in accordance with its terms or the Closing shall not occur for any reason.
Appears in 2 contracts
Sources: Sponsor Support Agreement (OTR Acquisition Corp.), Sponsor Support Agreement (OTR Acquisition Corp.)