Page 15 of 19 – SEC Filing
In addition, pursuant to the Sponsor Support Agreement, the Sponsor Group agreed not enter into any tender,
voting or other agreement or arrangement with any other person until the termination of the Sponsor Support Agreement, directly or indirectly, to vote, grant a proxy or power of attorney or give instructions with respect to the voting of the Subject
Shares in any manner that is inconsistent with the Sponsor Support Agreement or otherwise take any other action with respect to the Subject Shares that would reasonably be expected to materially restrict, limit or interfere with the performance by
the Sponsor Group of its obligations under the Sponsor Support Agreement or the transactions contemplated thereby, including the approval of the adoption of the Merger Agreement. The Sponsor Group also agreed that, until the termination of Sponsor
Support Agreement, it shall vote or cause to be voted (including by written consent) the Subject Shares against (a) the adoption or approval of (i) any Company Acquisition Proposal (as defined in the Merger Agreement), including any
Company Superior Proposal (as defined in the Merger Agreement), (ii) any action, omission, proposal, transaction or agreement to be taken, consummated or entered into by the Issuer that, if so taken, consummated or entered into by the Issuer would,
or would reasonably be expected to, result in (A) a breach by the Issuer of any covenant, representation, warranty or other obligation of the Issuer set forth in the Merger Agreement or (B) the failure of any of the conditions to the
obligations of Parent, Merger Sub I or Merger Sub II to consummate the Mergers and the other transactions contemplated by the Merger Agreement set forth in Article VII of the Merger Agreement and any other action, agreement or transaction involving
the Issuer that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Mergers or the other transactions contemplated by the Merger Agreement. Further, each
member of the Sponsor Group agreed that during the Covered Period it will not, and will cause its directors, officers and employees not to, and will instruct and use its commercially reasonable efforts to cause its representatives not to, directly
or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (as defined in
the Merger Agreement); (ii) participate in any discussions or negotiations with any person regarding any Company Acquisition Proposal; (iii) approve or recommend, or publicly propose to approve or recommend, any Company Acquisition Proposal; or
(iv) enter into any Company Alternative Acquisition Agreement (as defined in the Merger Agreement).
The members of the Sponsor Group also agreed
that other than a transfer to an affiliate that signs a joinder to the Sponsor Support Agreement, during the Covered Period, the members of the Sponsor Group will not permit or allow any of the Subject Shares to be, and will cause the Subject Shares
not to be, directly or indirectly, (i) transferred, and will not make any offer or enter into any agreement providing for a transfer of any of the Subject Shares and will not commit to do, consent to, or otherwise facilitate any of the
foregoing, or (ii) deposited into a voting trust or become subject to a voting agreement or arrangement or a grant of a proxy or power of attorney (other than pursuant to the Sponsor Support Agreement).
The Sponsor Support Agreement will terminate if the Merger Agreement is terminated or in the event of certain amendments or waivers of the Merger Agreement,
including amendments or waivers that diminish the Merger Consideration (as defined in the Merger Agreement) or otherwise materially and adversely affects the rights of the Written Consent Parties (as defined in the Merger Agreement), including the
Sponsor Group.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Sponsor Support Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.
The Reporting Persons
continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons
may, subject to any limitations in the Sponsor Support Agreement, acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuers securities, or may
determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a
variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market
and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
Going forward, the Reporting Persons
may engage in communications with one or more officers, members of Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the
items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
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In addition, pursuant to the Sponsor Support Agreement, the Sponsor Group agreed not enter into any tender,
voting or other agreement or arrangement with any other person until the termination of the Sponsor Support Agreement, directly or indirectly, to vote, grant a proxy or power of attorney or give instructions with respect to the voting of the Subject
Shares in any manner that is inconsistent with the Sponsor Support Agreement or otherwise take any other action with respect to the Subject Shares that would reasonably be expected to materially restrict, limit or interfere with the performance by
the Sponsor Group of its obligations under the Sponsor Support Agreement or the transactions contemplated thereby, including the approval of the adoption of the Merger Agreement. The Sponsor Group also agreed that, until the termination of Sponsor
Support Agreement, it shall vote or cause to be voted (including by written consent) the Subject Shares against (a) the adoption or approval of (i) any Company Acquisition Proposal (as defined in the Merger Agreement), including any
Company Superior Proposal (as defined in the Merger Agreement), (ii) any action, omission, proposal, transaction or agreement to be taken, consummated or entered into by the Issuer that, if so taken, consummated or entered into by the Issuer would,
or would reasonably be expected to, result in (A) a breach by the Issuer of any covenant, representation, warranty or other obligation of the Issuer set forth in the Merger Agreement or (B) the failure of any of the conditions to the
obligations of Parent, Merger Sub I or Merger Sub II to consummate the Mergers and the other transactions contemplated by the Merger Agreement set forth in Article VII of the Merger Agreement and any other action, agreement or transaction involving
the Issuer that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Mergers or the other transactions contemplated by the Merger Agreement. Further, each
member of the Sponsor Group agreed that during the Covered Period it will not, and will cause its directors, officers and employees not to, and will instruct and use its commercially reasonable efforts to cause its representatives not to, directly
or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (as defined in
the Merger Agreement); (ii) participate in any discussions or negotiations with any person regarding any Company Acquisition Proposal; (iii) approve or recommend, or publicly propose to approve or recommend, any Company Acquisition Proposal; or
(iv) enter into any Company Alternative Acquisition Agreement (as defined in the Merger Agreement).
The members of the Sponsor Group also agreed
that other than a transfer to an affiliate that signs a joinder to the Sponsor Support Agreement, during the Covered Period, the members of the Sponsor Group will not permit or allow any of the Subject Shares to be, and will cause the Subject Shares
not to be, directly or indirectly, (i) transferred, and will not make any offer or enter into any agreement providing for a transfer of any of the Subject Shares and will not commit to do, consent to, or otherwise facilitate any of the
foregoing, or (ii) deposited into a voting trust or become subject to a voting agreement or arrangement or a grant of a proxy or power of attorney (other than pursuant to the Sponsor Support Agreement).
The Sponsor Support Agreement will terminate if the Merger Agreement is terminated or in the event of certain amendments or waivers of the Merger Agreement,
including amendments or waivers that diminish the Merger Consideration (as defined in the Merger Agreement) or otherwise materially and adversely affects the rights of the Written Consent Parties (as defined in the Merger Agreement), including the
Sponsor Group.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Sponsor Support Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.
The Reporting Persons
continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons
may, subject to any limitations in the Sponsor Support Agreement, acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuers securities, or may
determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a
variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market
and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.
Going forward, the Reporting Persons
may engage in communications with one or more officers, members of Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the
items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
