Common use of Support of Transaction Clause in Contracts

Support of Transaction. Subject to the terms and conditions and limitations set forth in this Agreement, Acquiror and the Company shall each, and shall each cause their respective Affiliates to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially reasonable efforts to obtain all consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates reasonably request or are otherwise required to obtain in connection with the Merger; provided that neither the Company nor its Subsidiaries shall be required to pay any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregate, (c) execute and deliver such other commercially reasonable documents, certificates and other agreements and take such other commercially reasonable action as may reasonably be necessary or as another party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article VIII or otherwise to comply with its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by the Transaction Documents, and (d) subject to Section 5.2 in the case of the Company and its Subsidiaries, provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with its operations, to its personnel, properties, business and records for any reasonable purposes.

Support of Transaction. Subject Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the terms matters described in Section 8.02, which shall control with respect to Antitrust Laws and conditions and limitations set forth in related matters to the extent of any conflict with the succeeding provisions of this AgreementSection 8.01, Acquiror and the Company shall each, and shall each cause their respective Affiliates to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates reasonably request or are otherwise required to obtain in connection order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Merger; provided that neither the Company nor its Subsidiaries shall be required to pay any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregateCompany, and (c) execute and deliver such other use commercially reasonable documents, certificates and other agreements and efforts to take such other commercially reasonable action as may reasonably be necessary or as another party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article VIII IX or otherwise to comply with its obligations under this Agreement or and to consummate the Merger and Transactions as promptly as practicable. Notwithstanding the other transactions contemplated by foregoing, in no event shall Acquiror or the Transaction DocumentsCompany be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, and (d) subject authorizations or approvals pursuant to Section 5.2 the terms of any Contract to which the Company is a party or otherwise in connection with the case consummation of the Company and its Subsidiaries, provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with its operations, to its personnel, properties, business and records for any reasonable purposesTransactions.

Support of Transaction. Subject to the terms and conditions and limitations set forth in this Agreement, Acquiror and the Company shall each, each (and shall each cause their respective Affiliates to: ) (ai) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (bii) use commercially reasonable efforts to obtain all Third Party Consents and any other consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates reasonably request or are otherwise required to obtain in connection with order to consummate the Merger; provided that neither Merger (and the Company nor its Subsidiaries shall be required to pay promptly provide Acquiror with written notice when any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregateThird Party Consents set forth on Schedule 8.2(h) have been obtained), (ciii) execute and deliver such other commercially reasonable documents, certificates and other agreements and take such other commercially reasonable action as may reasonably be necessary or as another party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article VIII or otherwise to comply with its obligations under this Agreement or Agreement, (iv) use commercially reasonable efforts to consummate the Merger and cooperate with the other transactions contemplated by party's efforts in connection with any legal proceeding contesting the Transaction DocumentsMerger, and (dv) subject to Section 5.2 in the case of the Company and its Subsidiaries, provide the other parties, and such other parties’ ' employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with the operations of the Company and its operationsSubsidiaries or Acquiror and Merger Sub, as applicable, to its personnel, properties, business and records for any reasonable purposespurposes related to the transactions contemplated by this Agreement or in connection with the defense of any action, suit claim or proceeding, and (vi) amend this Agreement in such manner as the parties reasonably agree is necessary to implement the intention of the parties hereto. Subject to the terms and conditions of this Agreement, Acquiror and Merger Sub agree to use all reasonable efforts to cause the Effective Time of the Merger to occur as soon as practicable.

Support of Transaction. Subject to the terms Holdings, Parent and conditions and limitations set forth in this Agreement, Acquiror and the Company shall each, and Merger Sub shall each cause their respective Affiliates to: (a) use commercially its reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially its reasonable best efforts to obtain all material consents and approvals of third parties that any of AcquirorHoldings, the Company, Parent or Merger Sub or their respective Affiliates reasonably request or are otherwise required to obtain in connection with the Merger; provided that neither the Company nor its Subsidiaries shall be required order to pay any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregateconsummate this transaction, (c) execute and deliver such other commercially reasonable documents, certificates and other agreements and take such other commercially reasonable action as may reasonably be necessary or as another party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article VIII IX or otherwise to comply with its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by the Transaction DocumentsAgreement, and (d) subject to Section 5.2 in the case of the Company and its Subsidiaries, provide the other parties, party and such other parties’ party's employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with its operations, access to its personnel, properties, business and records under all reasonable circumstances to the extent reasonably required for any legitimate business purpose. Without limiting the foregoing, Holdings shall, and shall cause Elgar to, cooperate in a commercially reasonable purposesmanner with Parent and Merger Sub prior to the Closing in connection with the efforts of Parent and Merger Sub to obtain financing for the transactions contemplated hereby, which efforts shall be at the expense of Parent and Merger Sub. The foregoing cooperation shall be limited to (i) granting Parent and Merger Sub, their bankers and their respective legal counsel and accountants access to the books and records of Elgar and Holdings and to any personnel knowledgeable about such books and records, in each case, to the extent reasonably requested by Parent or Merger Sub, and (ii) using commercially reasonable efforts to furnish necessary financial information in connection with such financings.

Support of Transaction. Subject In addition to the terms and conditions and limitations other covenants of the parties set forth in this Agreement, Acquiror and the Company shall each, and shall each cause their respective Affiliates to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates reasonably request or are otherwise required to obtain in connection with order to consummate the Merger; provided that neither the Company nor its Subsidiaries shall be required to pay any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregate, (c) execute and deliver such other commercially reasonable documents, certificates and other agreements and take such other commercially reasonable action as may reasonably be necessary or as another party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article VIII IX or otherwise to comply with its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by the Transaction Documents, and (d) subject use commercially reasonable efforts to Section 5.2 in defend any Actions, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the case consummation of the Company transactions contemplated hereby or thereby and its Subsidiariesto have lifted, vacated, reversed or overturned any law, rule, regulation, judgment, injunction, decree or order that prohibits or materially delays or materially impedes the consummation of the Merger, and (e) provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with its operations, to its personnel, properties, business and records for any reasonable purposes.

Support of Transaction. Subject to the terms and conditions and limitations set forth Without limiting any covenant contained in this AgreementArticle VI, Acquiror and or Article VII (a) the Company shall eachshall, and shall cause its Subsidiaries to, and (b) each cause their respective Affiliates to: (a) use commercially reasonable efforts to assemble, prepare of SPAC and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyAcquisition Entities shall, (bi) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Company and any of Acquirorits Subsidiaries or any of SPAC or any of the Acquisition Entities, the Companyas applicable, or their respective Affiliates reasonably request or are otherwise required to obtain in connection with order to consummate the Merger; provided that neither the Company nor its Subsidiaries shall be required to pay any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregateTransactions, (cii) execute cooperate to cause the name of the Surviving Corporation to be changed effective as of the Acquisition Closing Date to respectively Grab Holdings Inc., including through the adoption of the appropriate corporate resolutions, and deliver such other (iii) use commercially reasonable documents, certificates and other agreements and efforts to take such other commercially reasonable action as may be reasonably be necessary or as another party hereto may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article VIII IX (including, in the case of SPAC and PubCo, the use of commercially reasonable efforts to enforce its rights under the Subscription Agreements) or otherwise to comply with its obligations under this Agreement or and to consummate the Merger and Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the other transactions contemplated by contrary, nothing in this Agreement, including this Article VIII, shall require the Transaction DocumentsCompany, and (d) subject to Section 5.2 in the case any of the Company and its Subsidiaries, provide the other partiesSPAC or any Acquisition Entity or any of their respective Affiliates to (A) commence or threaten to commence, and such other parties’ employeespursue or defend against any Action, officerswhether judicial or administrative, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not (B) seek to interfere unreasonably with its operations, to its personnel, properties, business and records for have any reasonable purposes.stay or Governmental Order vacated or reversed,

Support of Transaction. Subject to the terms and conditions and limitations set forth in this Agreement, Acquiror and the Company Companies shall each, each (and shall each cause their respective Affiliates to: ) (ai) other than with respect to CFIUS, which is the subject of Section 7.3, use commercially reasonable efforts to promptly assemble, prepare and file any information (and, and as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable and to obtain as promptly as practicable (A) all governmental and regulatory consents consents, approvals or authorizations required to be obtained in connection with the transactions contemplated hereby, (bB) all consents, approvals or authorizations of the Federal Aviation Administration necessary or advisable in connection with the sale or other disposition of each Part 135 certificate pursuant to Section 6.5, (C) all other consents, approvals or authorizations of the Federal Aviation Administration or other aviation Governmental Authorities necessary or advisable as a result of the transactions contemplated hereby, (ii) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the CompanyCompanies, or their respective Affiliates reasonably request that are necessary or are otherwise required advisable in order to obtain in connection with consummate the Merger; provided that neither the Company nor its Subsidiaries shall be required to pay any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregateMergers, and (ciii) execute and deliver such other commercially reasonable documents, certificates and other agreements and take such other commercially reasonable action as may reasonably be necessary or as another party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article VIII IX or otherwise to comply with this Agreement. Notwithstanding the foregoing, in no event shall a Company or any of its obligations under this Agreement Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations, or approvals required in order to consummate the Merger and Mergers pursuant to the other transactions contemplated by the Transaction Documents, and (d) subject terms of any Contract to Section 5.2 in the case which a Company or any of the Company and its Subsidiaries, provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such Subsidiaries is a manner as not to interfere unreasonably with its operations, to its personnel, properties, business and records for any reasonable purposesparty.

Support of Transaction. Subject to the terms and conditions and limitations set forth in this Agreement, Acquiror and the Company shall each, each (and shall each cause their respective Affiliates Subsidiaries to: ) (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates reasonably request or are otherwise required to obtain in connection with order to consummate the Merger; provided that neither the Company nor its Subsidiaries shall be required to pay any consent fees or other expense reimbursements requested by such third parties in excess of $10,000 in aggregate, (c) execute and deliver make reasonably available such other commercially reasonable documents, certificates officers of the Company as are required to participate in Acquiror’s roadshow presentations and other agreements meetings of prospective lenders and use reasonable efforts to cause the Company’s auditors to provide reasonable and customary assistance (at the cost and expense of Acquiror), in each case to the extent reasonably required to secure financing as contemplated by this Agreement and the Commitment Letter, (d) take such other commercially reasonable action as may reasonably be necessary or as another party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of Article VIII hereof or otherwise to comply with its obligations under this Agreement or to consummate (including, without limitation, by executing the Merger Adjustment Escrow Agreement, the Indemnification Escrow Agreement and the other transactions contemplated by the Transaction DocumentsInvestor Rights Agreement), and (de) subject to Section 5.2 in the case of the Company and its Subsidiaries, provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with the operations of the Company and its operationsSubsidiaries, to its personnel, properties, business and records for any reasonable purposes.

Support of Transaction. Subject to the terms and conditions and limitations set forth Without limiting any covenant contained in this AgreementArticle VIII or Article IX, Acquiror Quantum and the Company shall each, and shall each cause their respective Affiliates Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated herebyTransactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of AcquirorQuantum, the Company, or their respective Affiliates reasonably request or are otherwise required to obtain in connection with order to consummate the MergerTransactions; provided that neither provided, that, to the extent agreed to by Quantum, the Company nor its Subsidiaries shall not be required to pay seek any consent fees such required consents or other expense reimbursements requested by such third parties in excess approvals of $10,000 in aggregatethird-party counterparties to Material Contracts with the Company or its Subsidiaries, and (c) execute and deliver such other commercially reasonable documents, certificates and other agreements and take such other commercially reasonable action as may reasonably be necessary or as another party Party may reasonably request as is consistent with the terms of this Agreement to satisfy the conditions of the other Party set forth in Article VIII XI or otherwise to comply with its obligations under this Agreement or and to consummate the Merger and Transactions as soon as practicable. Notwithstanding the other transactions contemplated by foregoing, in no event shall Quantum, the Transaction DocumentsCompany or any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, and (d) subject authorizations or approvals pursuant to Section 5.2 the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise required in connection with the case consummation of the Company and its Subsidiaries, provide the other parties, and such other parties’ employees, officers, accountants, lawyers, financial advisors and other representatives with reasonable access, during normal business hours in such a manner as not to interfere unreasonably with its operations, to its personnel, properties, business and records for any reasonable purposesTransactions.