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 to the extent required by applicable Law, including the Exchange Act, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company as of and for the years ended December 31, 2018, December 31, 2019 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board. 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 reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof to the extent required by applicable Lawand, including the Exchange Actin any event, no later than March 31, 2021 audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company as of and for the years ended December 31, 2018, December 31, 2019 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board. 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 reasonable best efforts to provide Acquiror, as soon as reasonably practicable after the date hereof to the extent required by applicable Lawand, including the Exchange Actin any event, no later than April 19, 2021, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company as of and for the years ended December 31, 2018, December 31, 2019 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board. 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 reasonable best efforts to provide AcquirorFPAC, as soon as reasonably practicable after the date hereof to the extent required by applicable Law, including the Exchange Actpracticable, audited financial statementsstatements (audited to the standards of the U.S. Public Company Accounting Oversight Board), including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company and Company Subsidiaries as of and for the years ended December March 31, 20182017, December March 31, 2019 2018 and December March 31, 20202019, in each case, prepared in accordance with GAAP IFRS (and Regulation S-X and audited in accordance with not materially different than IFRS) (the standards of the Public Company Accounting Oversight Board“PCAOB Financial Statements”). The Company shall be available to, and the Company and Company 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 FPAC and its counsel in connection with (i) the drafting of the Registration Statement Form F-4 and (ii) responding in a timely manner to comments on the Registration Statement Form F-4 from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror FPAC in connection with AcquirorFPAC’s preparation for inclusion in the Registration Statement Form F-4 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-4F-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 to the extent required by applicable Lawno later than March 15, including the Exchange Act2019, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries as of and for the years ended December 31, 2018, December 31, 2019 2018 and December 31, 20202017, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the standards of the Public Company Accounting Oversight Board. 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 commercially reasonable best efforts to promptly provide Acquiror, as soon as reasonably practicable after the date hereof to the extent required by applicable Law, including the Exchange Act, audited Acquiror with financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company as of and for the fiscal years ended December January 31, 2018, December 31, 2019 2021 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and 2020 that have been audited in accordance with the standards of the Public Company Accounting Oversight Board’s standards applicable to SEC registrants and such other annual and unaudited interim period financial information as is required to be included in the Proxy Statement/Prospectus. 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 advance 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 any financial information, including, without limitation, any pro forma financial statements that comply in compliance 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).