Common use of Proxy/Registration Statement Clause in Contracts

Proxy/Registration Statement. As promptly as practicable after the execution and delivery of this Agreement, Acquiror and the Company shall cooperate and prepare and Acquiror shall file with the SEC a merger proxy registration statement on Form S-4 (together with the amendments thereof or supplements thereto, the "Proxy Registration Statement") in connection with the registration under the Securities Act of the Acquiror Shares to be issued pursuant to this Agreement and the approval by stockholders of the Company of the Merger. As promptly as practicable after the execution and delivery of this Agreement, the Company shall prepare for inclusion in the Proxy Registration Statement the information relating to the merger and approval of the merger by stockholders of the Company and any other information relating to the Company which would be included in a merger proxy statement of the Company relating thereto under the rules and regulations of the SEC. Such information furnished by the Company shall include the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Registration Statement, use all reasonable efforts to have or cause the Proxy Registration Statement to become effective as promptly as practicable, and take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of Acquiror Shares pursuant to this Agreement and approval of this Agreement and the Merger by stockholders of the Company. None of the information supplied by any party hereto for inclusion in the Proxy Registration Statement will at the time the Proxy Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution and delivery of this Agreement, Acquiror and the Company and SPAC shall cooperate and prepare and Acquiror mutually agree upon and PubCo shall file with the SEC a merger proxy proxy/registration statement on Form S-4 F-4 (together with the amendments thereof as amended or supplements theretosupplemented from time to time, the "Proxy “Proxy/Registration Statement"”) relating to the meeting of SPAC Stockholders (including any adjournment or postponement thereof, the “SPAC Stockholder Meeting”) (x) in connection with the registration under the Securities Act of the Acquiror PubCo Ordinary Shares (including to be the extent permitted under the Securities Act, any Earnout Shares issued under Section 2.8) pursuant to this Agreement Agreement, (y) to provide the Public Stockholders (as defined below) an opportunity in accordance with SPAC Governing Documents to have their shares of SPAC Common Stock redeemed in the SPAC Share Redemption and (z) to solicit proxies from SPAC Stockholders for the approval by stockholders of the Company of the Merger. As promptly as practicable after the execution and delivery of adoption of: (A) this Agreement, the Company shall prepare for inclusion Ancillary Agreements, the SPAC Merger and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Proxy/Registration Statement the information relating to the merger and approval of the merger or correspondence related thereto, (C) any other proposals as determined by stockholders of SPAC, the Company and PubCo to be necessary or appropriate in connection with the Transactions contemplated hereby, and (D) adjournment of the SPAC Stockholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any other of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). The Company, each Acquisition Entity and SPAC shall furnish all information relating to concerning such party as SPAC and the Company which would be included may reasonably request in a merger proxy statement connection with such actions and the preparation of the Company relating thereto under Proxy/Registration Statement. Each such Party each shall use their commercially reasonable efforts to (1) cause the Proxy/ Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto, including all rules and regulations of promulgated by the SEC. Such information furnished by , (2) respond as promptly as reasonably practicable to and resolve all comments received from the Company shall include SEC concerning the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Proxy/Registration Statement, use all reasonable efforts to have or (3) cause the Proxy Proxy/Registration Statement to become be declared effective under the Securities Act as promptly as practicablepracticable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, SPAC and PubCo shall take all or any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of Acquiror PubCo Ordinary Shares pursuant to this Agreement and approval of this Agreement and the Merger by stockholders Agreement. Each of the Company. None , SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company and its Subsidiaries (in the case of the information supplied by any party hereto for inclusion Company) or SPAC (in the Proxy case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall mail (or cause to be mailed) the Proxy/Registration Statement will at to the time SPAC Stockholders. Each of SPAC, PubCo and the Proxy Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, a current report of SPAC on Form 8-K or a current report of PubCo on Form 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq or NYSE) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement is filed and other related fees. SPAC shall comply in all material respects with all applicable rules and regulations promulgated by the SEC SEC, any applicable rules and at regulations of Nasdaq or NYSE, SPAC Governing Documents, and this Agreement in the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement therein, in light distribution of the circumstances under which they are madeProxy/Registration Statement, not misleadingany solicitation of proxies thereunder, the calling and holding of the SPAC Stockholder Meeting and the SPAC Share Redemption.