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 SPAC, the Merger Sub and the Company shall cooperate prepare, and prepare and Acquiror the Company shall file with the SEC a merger proxy registration statement on Form S-4 (together with the amendments thereof or supplements theretoSEC, the "Registration Statement (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement"”) in connection with relating to (x) the SPAC Shareholders’ Meeting to approve and adopt the SPAC Transaction Proposals and (y) the registration under the Securities Act of the Acquiror Shares Registrable Securities and the registration under the Securities Act of the reoffer and sale of the Registrable Securities held by the Sponsor. SPAC, the Merger Sub and the Company each shall use their reasonable best efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be issued pursuant to this Agreement and declared effective under the approval by stockholders of the Company of the Merger. As Securities Act as promptly as practicable after and (4) keep the execution and delivery Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of this Agreementthe Proxy/Registration Statement, the Company and SPAC 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 take 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 Laws in connection with the issuance of Acquiror Shares Merger Consideration and Company Warrants pursuant to this Agreement and approval Agreement. Each of this Agreement the Company, SPAC and the Merger Sub also agrees to use its reasonable best 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, respectively, concerning SPAC and the Company, its Subsidiaries 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, and shall use reasonable best efforts to, within five (5) Business Days of such finalization and effectiveness, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, the Merger Sub and the 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 by stockholders any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, the Merger Sub, the Company or their respective Affiliates to any Governmental Authority (including Nasdaq) in connection with the Transactions. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by SPAC and the Company. None The Company will advise SPAC, promptly after receiving notice thereof, of the information supplied by any party hereto for inclusion in time when the Proxy Proxy/Registration Statement will at has become effective or any supplement or amendment has been filed, of the time issuance of any stop order, of the Proxy suspension of the qualification of Merger Consideration and Company Warrants to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement is filed with or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the time it becomes effective under Merger Effective Time, any event or circumstance relating to SPAC or its officers or directors, should be discovered by SPAC which is required to be set forth in an amendment or a supplement to the Securities Act, contain any Proxy/Registration Statement so that the Proxy/Registration Statement would not include an 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 statements therein, in light of the circumstances under which they are were made, not misleading, SPAC shall promptly inform the Company. If, at any time prior to the Merger Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries (including the Merger Sub) or their respective officers or directors, should be discovered by the Company which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that the Proxy/Registration Statement would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly inform SPAC. Thereafter, SPAC, the Merger Sub and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information, and SPAC and the Company shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution and delivery of this Agreement, Acquiror the Company and SPAC shall jointly prepare, and the Company shall cooperate and prepare and Acquiror shall file with the SEC SEC, a merger proxy registration statement on Form S-4 F-4 (together with as amended or supplemented from time to time, and including the amendments thereof or supplements theretoProxy Statement, the "Proxy “Proxy/Registration Statement"”) in connection with relating to (x) the SPAC Shareholders’ Meeting to approve and adopt the Transaction Proposals and (y) the registration under the Securities Act of the Acquiror Company Ordinary Shares to be issued pursuant to this Agreement representing the Merger Consideration, the Company Warrants and the approval by stockholders Company Ordinary Shares issuable upon exercise of the Company of the MergerWarrants. 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 Each of the Company and any other information relating SPAC shall use their respective reasonable best efforts to (1) cause the Company which would be included Proxy/Registration Statement when filed with the SEC to comply in a merger proxy statement of the Company relating all material respects with all Laws applicable thereto under the and 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 and SPAC 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 Company Ordinary Shares and Company Warrants pursuant to this Agreement Agreement. Each of the Company and approval of this Agreement SPAC also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Merger Company and SPAC shall furnish all information respectively, concerning SPAC and the Company and its Subsidiaries 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 (and shall use commercially reasonable efforts to do so within five (5) Business Days of such finalization and effectiveness) mail the Proxy/Registration Statement to the SPAC Shareholders. Each of the Company and SPAC 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 by stockholders any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of the Company, SPAC, or their respective Affiliates to any Governmental Authority (including the Stock Exchange) in connection with the Transactions (collectively, the “Transaction Filings”). None Subject to Section 10.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay fifty percent (50%) of the information supplied by any party hereto for inclusion fees, costs and expenses incurred in connection with the Proxy preparation, filing and mailing of the Proxy/Registration Statement in connection with the Transactions. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement or the Transaction Filings will at be mutually prepared and agreed upon by the Company and SPAC. The Company will advise SPAC, promptly after receiving notice thereof, of the time when the Proxy Proxy/Registration Statement is filed has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Company Ordinary Shares and Company Warrants to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or any Transaction Filings or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide SPAC a reasonable opportunity to provide comments and amendments to any such filing. The Company and SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement or any Transaction Filings and any amendment to the Proxy/Registration Statement or any Transaction Filings filed in response thereto. (iii) If, at any time prior to the time it becomes effective under First Effective Time, any event or circumstance relating to SPAC or the Securities ActCompany, contain or their respective officers or directors, should be discovered by SPAC or the Company which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that any of such documents would not include an 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 statements therein, in light of the circumstances under which they are were made, not misleading, the Party that discovers such information shall promptly inform the other Party(ies). Thereafter, the Company and SPAC shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information to be promptly filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.