The SPAC Circular Sample Clauses
The SPAC Circular clause defines the requirements and procedures for preparing and distributing a circular to shareholders in connection with a Special Purpose Acquisition Company (SPAC) transaction. Typically, this clause outlines the information that must be included in the circular, such as details about the proposed acquisition, financial statements, and any material risks, as well as the timeline and method for delivery to shareholders. Its core practical function is to ensure that shareholders receive comprehensive and timely information, enabling them to make informed decisions regarding the proposed transaction and fulfilling regulatory disclosure obligations.
The SPAC Circular.
(a) The SPAC will, as promptly as reasonably practicable, prepare and complete, in consultation with the Company, the SPAC Circular together with any other documents required by Law in connection with the SPAC Meetings, the Transaction and the Other Transactions, and the SPAC will, subject to obtaining the NEO Exchange approval and receipts for its final Prospectus from the SPAC Securities Authorities, cause the SPAC Circular and such other documents to be filed with the Securities Authorities and sent to each SPAC Shareholder, SPAC Warrantholder and other Persons as required by applicable Law.
(b) Buyer and the SPAC will ensure that the SPAC Circular complies in all material respects with applicable Law, does not contain any misrepresentation (except that Buyer and the SPAC will not be responsible for any information relating to the Acquired Companies, or their business and affairs that is contained in the SPAC Circular, to the extent provided by the Company or Sellers and provides the SPAC Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the SPAC Meetings. Without limiting the generality of the foregoing, the SPAC Circular will include a statement that the SPAC Board has unanimously determined that the SPAC Resolution is in the best interests of the SPAC and fair to the SPAC Shareholders and recommends that the SPAC Shareholders vote in favor of the SPAC Resolution (the “SPAC Board Recommendation”) and will include a statement that the Sponsor and each director and senior officer of the SPAC will vote all their SPAC Shares in favor of the SPAC Resolution, and against any resolution submitted by any SPAC Shareholder that is inconsistent therewith, and will not be redeeming any of their SPAC Shares.
(c) The SPAC will give the Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the SPAC Circular and other related documents, and will give reasonable consideration to any comments made by the Company and its auditors and their counsel, and agrees that all information relating to the Company included in the SPAC Circular will be in a form and content satisfactory to the Company, acting reasonably.
(d) The Company will provide to the SPAC in writing all necessary information concerning the Acquired Companies that is required by applicable Law to be included by the SPAC in the SPAC Circular or other related documents, use reasonable c...