Common use of Proxy Solicitation; Other Actions Clause in Contracts

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof and, in any event, no later than December 19, 2021, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company as of and for the years ended December 31, 2019 and December 31, 2020, audited in accordance with the standards of the Public Company Accounting Oversight Board, and unaudited interim financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company as of and for the quarters ended September 30, 2020 and September 30, 2021, in each case, prepared in accordance with GAAP and Regulation S-X. The Company shall be available to, and the Company shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 7.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, as soon as reasonably practicable after the date hereof and, in any event, no later than December 19April 18, 20212019, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ stockholders equity of the Company and its Subsidiaries as of and for the years ended December 31, 2019 2018, December 31, 2017 and December 31, 2020, audited in accordance with the standards of the Public Company Accounting Oversight Board, and unaudited interim financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company as of and for the quarters ended September 30, 2020 and September 30, 20212016, in each case, prepared in accordance with GAAP and Regulation S-X. X and audited in accordance with the Public Company Accounting Oversight Board’s standards applicable to SEC registrants. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Statement Proxy Statement/Prospectus and (ii) responding in a timely manner to comments on the Registration Statement Proxy Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Registration Statement Proxy Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 6.9 to be included in the Proxy Statement and (ii) to provide Acquiror, as soon as reasonably practicable after the date hereof and, in any event, no later than December 19March 16, 20212015, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ stockholders equity of the Company and its Subsidiaries as of and for the years year ended December 31, 2019 and December 31, 2020, audited in accordance with the standards of the Public Company Accounting Oversight Board2014 as required by, and unaudited interim financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company as of and for the quarters ended September 30, 2020 and September 30, 2021, in each case, prepared in accordance compliance with GAAP and Rule 3-05 of Regulation S-X. X (the information to be provided pursuant to clauses (i) and (ii), the “Required Information”). The Company shall use commercially reasonable efforts to be available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Proxy Statement and (ii) the responding in a timely manner to comments on the Registration Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Registration Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).

Proxy Solicitation; Other Actions. (a) The Company agrees has provided or will provide to use reasonable best efforts to provide Acquiror, as soon as reasonably practicable after for inclusion in the date hereof andRegistration Statement, in any eventto be filed by Acquiror hereunder, no later than December 19, 2021, the audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, stockholders’ deficit and statements of unitholders’ equity of the Company cash flows as of and for the years ended December 31, 2019 2020 and December 31, 2020, audited in accordance with the standards of the Public Company Accounting Oversight Board2021, and the unaudited interim financial statements, statements including consolidated balance sheets, statements of operations, statements of cash flowsstockholders’ deficit, and statements of unitholders’ equity of the Company cash flows as of and for the quarters six-month period ended September June 30, 2020 2022 and, if necessary, the unaudited financial statements including balance sheets, statements of operations, statements of stockholders’ deficit, and September statements of cash flows as of and for the six-month period ended June 30, 20212022, in each case, prepared in accordance with GAAP and Regulation S-X. X under the Securities Act (except (x) as otherwise noted therein to the extent permitted by Regulation S-X under the Securities Act, and, in the case of such audited financial statements, audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor and (y) in the case of the unaudited financial statements, subject to normal and recurring year-end adjustments and the absence of notes thereto). The Company shall be available to, and the Company shall use reasonable best efforts to make their its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, to Acquiror and its counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.70

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquiror, as As soon as reasonably practicable after practicable, but in any case prior to the initial filing of the Registration Statement with the SEC, the Company will have provided to CBAH, for inclusion in the Registration Statement, to be filed by CBAH on the date hereof andhereof, in any event, no later than December 19, 2021, the audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, stockholders’ equity (deficit) and statements of unitholders’ equity of the Company cash flows as of and for the years ended December 31, 2019 and December 31, 2020, audited in accordance together with the standards of the Public Company Accounting Oversight Board, and unaudited interim any other financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company as that are required to be included in the Registration Statement at the time of and for the quarters ended September 30, 2020 and September 30, 2021its initial filing pursuant to applicable SEC rules, in each case, prepared in accordance with GAAP and Regulation S-X. X under the Securities Act (except (x) as otherwise noted therein to the extent permitted by Regulation S-X under the Securities Act and (y) in the case of the unaudited financial statements, subject to normal and recurring year-end adjustments and the absence of notes thereto). The Company shall be available to, and the Company shall use reasonable best efforts to make their its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror CBAH and its counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror CBAH in connection with Acquiror’s the preparation for inclusion in the Registration Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof and, in any event, no Acquiror not later than December 19July 28, 20212020, (i) audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company sheets as of and for the years ended December 31, 2019 and December 31, 20202018 and consolidated statements of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight BoardPCAOB (provided, that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Proxy Statement with the SEC), and (ii) unaudited interim financial statements, including consolidated condensed balance sheets, sheets and consolidated condensed statements of operationsincome and comprehensive income, statements of shareholder’s equity and cash flows, and statements of unitholders’ equity of the Company and its Subsidiaries as of at and for the quarters three-months ended September 30March 31, 2020 and September 30March 31, 20212019, in each case, prepared in accordance with GAAP and Regulation S-X. The Company shall be available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (iA) the drafting of the Registration Proxy Statement and (iiB) responding in a timely manner to comments on the Registration Proxy Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Registration Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).

Proxy Solicitation; Other Actions. (a) The Company agrees to will use its commercially reasonable best efforts to provide Acquirorto Acquiror on or before April 30, as soon as reasonably practicable after 2023, for inclusion in the date hereof andRegistration Statement, in any eventto be filed by Acquiror hereunder, no later than December 19, 2021, the audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, redeemable preferred stock and shareholders deficit and statements of unitholders’ equity of the Company cash flows as of and for the years ended December 31periods as are required by the SEC for the purposes of the Registration Statement), 2019 and December 31, 2020, audited in accordance together with the standards of auditor’s reports thereon (the Public Company Accounting Oversight Board“SEC Financial Statements”), and the unaudited interim financial statements, statements including consolidated balance sheets, statements of operations, statements of cash flows, redeemable preferred stock and shareholders’ deficit and statements of unitholders’ equity of the Company cash flows as of and for such periods as are required by the quarters ended September 30SEC for the purposes of the Registration Statement) (the “Unaudited SEC Financial Statements” and, 2020 and September 30together with the SEC Financial Statements, 2021the “Consolidated Financial Statements”), in each case, prepared in accordance with GAAP and Regulation S-X. X under the Securities Act (except (x) as otherwise noted therein to the extent permitted by Regulation S-X under the Securities Act and (y) in the case of the Unaudited SEC Financial Statements, subject to normal and recurring year-end adjustments and the absence of notes thereto) and audited in accordance with the auditing standards of the PCAOB. The Company shall be available to, and the Company shall use reasonable best efforts to make their its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Statement and (ii) responding in a timely manner to comments on the Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 8.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, as soon as reasonably practicable after the date hereof and, in any event, (A) no later than December 19April 15, 20212017, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ stockholders equity of the Company and its Subsidiaries as of and for the years year ended December 31, 2019 and December 31, 2020, audited in accordance with the standards of the Public Company Accounting Oversight Board, and unaudited interim financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company as of and for the quarters ended September 30, 2020 and September 30, 2021, in each case, 2016 prepared in accordance with GAAP and Regulation S-X and (B) no later than May 15, 2017, unaudited financial statements for PRN Group for the interim periods ended March 31, 2015 and March 31, 2016 prepared in accordance with GAAP and Rule 3-05 of Regulation S-X. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Registration Statement Proxy Statement/Prospectus and (ii) responding in a timely manner to comments on the Registration Statement Proxy Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s the preparation for inclusion in the Registration Statement Proxy Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).

Proxy Solicitation; Other Actions. (a) The Company agrees to use reasonable best efforts to provide Acquirorto, as soon promptly as reasonably practicable after practicable, provide the date hereof and, following in any event, no later than December 19, 2021, connection with the AAC’s initial filing of the Form S-4 and Proxy Statement/Prospectus with the SEC: (i) audited financial statements, including consolidated balance sheets, statements of operationsincome, statements of cash flows, and statements of unitholdersmembers’ equity and cash flows of the Company as of and its Subsidiaries for the years ended December 31, 2020 and 2019 and consolidated balance sheets as of December 31, 20202020 and 2019, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight BoardPCAOB, prepared in accordance with GAAP and Regulation S-X; and (ii) unaudited interim financial statements, including a consolidated balance sheetsstatement of income, statements of operations, statements of cash flows, and statements of unitholdersmembers’ equity and cash flows of the Company and its Subsidiaries for the fiscal quarters ended March 31, 2021 and 2020 and a consolidated balance sheets as of March 31, 2021 and for the quarters ended September 30, 2020 and September 30, 20212020, in each case, prepared in accordance with GAAP and Regulation S-X. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror AAC and its counsel in connection with (iA) the drafting of the Registration Statement Form S-4 and Proxy Statement/Prospectus, and (iiB) responding in a timely manner to comments on the Registration Statement Form S-4 and Proxy Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror AAC in connection with Acquiror’s the preparation for inclusion in the Registration Statement Form S-4 and Proxy Statement/Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4).