Form of Transaction Support Agreement Sample Contracts

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels • Delaware

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and 166 2nd LLC, a Delaware limited liability company (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

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FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • March 31st, 2022 • Pivotal Holdings Corp • Services-business services, nec

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 28, 2021, by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”), and [•], a [•] (the “Supporting Company Investor”). Each of SPAC, the Company and the Supporting Company Investor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Gomez Cayman SPV Limited, a Cayman Islands company (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Fondo Grupo Wiese Internacional, a private equity fund with Tax Number N° 20603788355, managed by CREUZA S.G. S.A.C., with its registered office in Av. Mariscal José De la Mar 750, oficina 201, Miraflores, Lima, Peru. (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • November 30th, 2022 • Selina Hospitality PLC • Hotels & motels

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of , 2021, by and between BOA Acquisition Corp., a Delaware corporation (“BOA”), Selina Holding Company, UK Societas (the “Company”), and Dekel Development Holding, S.A., a Panama corporation (the “Shareholder”). Each of BOA, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • August 4th, 2008 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • Delaware

THIS TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2008 by and between Cypress Semiconductor Corporation, a Delaware corporation (“Parent”), Copper Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”) and the undersigned securityholder (“Stockholder”) of Simtek Corporation, a Delaware corporation (the “Company”).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of March [●], 2021, by and between Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), QOMPLX, Inc., a Delaware corporation (the “Company”) (solely for purposes of Section 9, Section 10 and Section 6, Section 8 and Section 11 through Section 17 (to the extent related to Section 9 and Section 10)), and [●], a [●] (the “Stockholder”). Each of Tailwind, the Company and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 28, 2021, by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Terran Orbital Corporation, a Delaware corporation (the “Company”) and [●], a [●] (the “Holder”). Acquiror, the Company and the Holder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as hereinafter defined).

FORM OF TRANSACTION SUPPORT AGREEMENT January 15, 2016
Form of Transaction Support Agreement • January 15th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into by and between (i) A.M. Castle & Co. (the “Company”), and (ii) the undersigned beneficial holders or investment advisor or manager for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Support Party”) of Existing Secured Note Claims (as defined below), Existing Convertible Note Claims (as defined below) and/or common stock or other equity interests of the Company (“Company Common Stock”). Each of the Company and the Support Party shall be referred to herein as a “Party”, and collectively as the “Parties.”

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks
FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • January 29th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 28, 2021, by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (“TPG Pace”), and [●], a [●] (the “Holder”). Each of TPG Pace and the Holder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • March 29th, 2021 • Ajax I • Blank checks • Delaware

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Ajax I, a Cayman Islands exempted company (“AJAX”), Capri Listco, a Cayman Islands exempted company (“Listco”), Cazoo Holdings Limited, a private limited liability company formed under the laws of England and Wales (the “Company”), and the undersigned, a shareholder of the Company (the “Shareholder”). Each of AJAX, Listco, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • May 7th, 2021 • ACON S2 Acquisition Corp. • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 6, 2021, by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (“Acquiror”) and [•], a [•] (the “Stockholder”). Each of Acquiror and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • August 10th, 2021 • Environmental Impact Acquisition Corp • Blank checks • Delaware

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 9, 2021, by and between Environmental Impact Acquisition Corp., a Delaware corporation (“ENVI”), and , a (the “Supporting Company Shareholder”). Each of ENVI and the Supporting Company Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • June 22nd, 2021 • Thimble Point Acquisition Corp. • Blank checks • Delaware

This Transaction Support Agreement (this “Agreement”) is dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., a Delaware corporation (“THMA”), [ ], a [ ] (the “Company Stockholder”), and Pear Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • November 2nd, 2021 • Silverbox Engaged Merger Corp I • Blank checks • Delaware

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), Authentic Brands, LLC, a Delaware limited liability company (the “Company”), and the Company unitholder set forth on Schedule 1 hereto (the “Supporting Holder”). SilverBox, the Company and the Supporting Holder shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • March 23rd, 2021 • JAWS Spitfire Acquisition Corp • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 22, 2021, by and among Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (“JAWS”), Velo3D, Inc., a Delaware corporation (the “Company”) and _____________________________________________ (the “Shareholder”). Each of JAWS, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

FORM OF TRANSACTION SUPPORT AGREEMENT
Form of Transaction Support Agreement • November 12th, 2020 • Jaws Acquisition Corp. • Blank checks

This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November [●], 2020, by and between Jaws Acquisition Corp., a Cayman Islands exempted company (“JAWS”), and [●], a [●] (the “Supporting Seller Unitholder”)1. Each of JAWS and the Supporting Seller Unitholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).

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