4In the year in which Article 251(h) contained a restriction for interested shareholders, commentators noted that Article 203 of the DGCL, from which the definition of interested shareholders in Article 251(h) was derived, defined the «ownership» of 15% of the outstanding shares of a company to such an extent that a support agreement could give a buyer ownership of the shares of a counterparty shareholder. thus violates the 251(h) restriction in force at the time. (Return) 9.5 Entire Agreement; Modification. This Agreement, the Power of Attorney and any other documents provided by the parties under this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral agreements and understandings between the parties in this regard. No modification or modification of any provision of this Agreement shall be binding on either party except in writing and signed by all parties. No agreement, arrangement or understanding of any kind with respect to the subject matter of this Agreement shall be deemed to exist between the parent company and the shareholder unless this Agreement has been duly and validly signed on behalf of all parties. 20. Termination of an existing registration rights agreement. Prior to closing, as part of the conclusion of the Investor Rights and Lock-in Agreement, PSPC will initiate the termination of all existing registration fee agreements between PSPC and any other party, including the Limited Partner, but excluding PIPE investors.

Neither party to such terminated registration fee agreements shall have any other rights or obligations under such agreements. In 2003, the Delaware Supreme Court ordered a one-step merger into Omnicare between Genesis Health Ventures and its target company, NCS Healthcare. The court held that after the announcement of the merger agreement, the directors of ncS were excluded from the exercise of a continuing duty to exercise their fiduciary duties because (1) the board of directors approved voting rights agreements with NCS shareholders who held more than 50% of the outstanding voting rights to ensure approval of the merger at NCS`s shareholders` meeting; (2) The Merger Agreement contained a voting force provision requiring NCS to hold a shareholder vote (including with respect to competing offers) despite any change in the recommendation of NCS`s Board of Directors on the merger. and (3) the merger agreement did not contain a trustee out, i.e. a right of NCS to terminate the merger agreement in order to accept a superior competing offer. In other words, the directors of ncS had their hands tied – at the signing, the deal was a fait accompli in terms of superior offers, subject only to a procedural vote of the shareholders and the usual closing conditions. The Delaware Supreme Court has ruled that such a scenario is illegal in itself, regardless of a robust auction process or even the demand of controlling shareholders. 2The two-stage mergers discussed here do not include privatization operations with controlling shareholders in which those shareholders themselves initiate a two-stage merger. Such transactions are inherently a fait accompli with respect to shareholder approval and are subject to procedural safeguards resulting from a separate landmark Decision of the Delaware Supreme Court, Kahn v. Lyncher.

(back) (c) vote (or properly and promptly execute and render such consent in connection with) any spacing transaction and any other act that could reasonably be expected to be impeded, or properly and promptly execute and enforce this agreement appropriately and promptly, or cause such action to significantly disrupt or delay the completion of the transactions; or postpone or otherwise cause or cause a material breach of any representation, warranty, representation or other obligation or agreement of PSPC under the BCA. (ix) in accordance with the laws of the State of Delaware or Sponsor`s limited liability company agreement upon dissolution of Sponsor; and (c) the shareholder may not enter into an offer, vote or similar agreement, or grant a proxy or take any other action with respect to the securities in question that would limit or otherwise limit the performance of any of the shareholder`s obligations under this Agreement or any of the measures contemplated herein. weaken. This letter (this «Support Agreement») will be delivered by the undersigned (the «Shareholder») to Newborn Acquisition Corp., an exempt cayman Islands company (the «Parent Company»), and to nuvve Corporation, a Delaware corporation (the «Company»), pursuant to this Merger Agreement, which was signed on the date of this press release by and between parent company NB Merger Corp., a Delaware corporation and wholly-owned subsidiary of parent company (the «Buyer»). Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of The Buyer (the «Merger Sub»), the Company and Ted Smith, an individual, representing the Company`s shareholders, the form of which is attached as Appendix A (this agreement, the «Merger Agreement»). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to those terms in the Merger Agreement. As used herein, unless otherwise stated, the term «Section» refers to the specified section of this Support Agreement. 9.7 Independence from obligations. The obligations and obligations of the shareholder set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the shareholder, on the one hand, and the company or parent company, on the other.

The existence of a claim or cause of action by the shareholder against the company or parent company shall not constitute a defence against the performance of such obligations or obligations to the shareholder. 21. Other representations. Each Party agrees to sign and provide any other document, agreement or instrument of assignment, transfer or transfer that is necessary or desirable to achieve the objectives of this Agreement and that may reasonably be required in writing by another Party. In the Era of Section 251(h), the three pillars of Omnicare`s ownership — voting agreements that guarantee a majority vote in favor of a deal, a voting force disposition, and not a trustee — remain critical to understanding the limits of support that buyers of Delaware`s corporate goals can bind through support agreements. Given these three factors, practitioners appear to have relied on fiduciary exits, as well as a reduction in tendering obligations, to avoid an undue fait accompli in two-stage mergers with controlling shareholders and support agreements. Of the transactions discussed here, only one transaction, the Liberty-zulily merger, contained what could be considered a supply force provision, or a provision that conceptually corresponds to the voting force provision in Omnicare, while providing for a reduction in tendering obligations. Buyers who subsequently consider a provision of strength of the offer should consider how such a provision could be formulated more aggressively in order to formulate a clear referendum for shareholders on a buyer`s proposed deal (and perhaps provide an additional deterrent for intruders in the face of a potential longer period of persecution). Ultimately, the combination of certain transaction protections that a buyer or seller can get, of course, is not only what the law allows (including in terms of market review in deliberations on transactions that might require separate fiduciary exits in Delaware), but also the relative bargaining leverage between the parties. Since the disposition has quickly become a pillar of Delaware`s mergers and acquisitions, this contribution takes into account the ability of a Delaware law buyer to achieve certainty in two-stage mergers through support agreements with shareholders of the controlling target company. As used in this document, «support agreements» are agreements between a potential buyer and the shareholders of the controlling target company in which, upon signing a transaction, those shareholders agree to exchange or tender all or part of their shares from or shortly after the commencement of the first offer or exchange offer, thus giving a buyer the assurance that the merger will be significant and even substantial and even substantial. enjoys decisive support from shareholders.

Basically, just as in the period leading up to Section 251(h), a buyer must carefully structure such agreements to prevent an agreement from becoming an inappropriate fait accompli as a result of the Delaware Supreme Court`s longstanding decision in Omnicare v. NCS Healthcare, paying particular attention to the mechanisms for conducting a takeover bid or a takeover bid. [2] Although the final legal effect, as mentioned above, of a bidder or exchange of shares is the same as a vote of those shares at a shareholders` meeting, the dynamics of an offer to exchange or acquire is fundamentally different from a discreet vote at a meeting or a signature and approval. .