Common use of Consent to Disclosure Clause in Contracts

Consent to Disclosure. 8.1 Subscriber hereby consents to the disclosure in the Form 8-K filed by the Issuer with the SEC in connection with the execution and delivery of the Merger Agreement, the proxy statement of the Issuer to be filed in connection with the approval of the Merger Agreement by the shareholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents or communications provided by the PubCo, the Issuer or the Company to any governmental authority or to security holders of the PubCo, the Issuer or the Company) of Subscriber’s identity and beneficial ownership of the Shares and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the PubCo, the Issuer or the Company, a copy of this Subscription Agreement, provided that the Issuer shall provide Subscriber (to the extent legally permissible) with prior written notice of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer, the Company and any of their respective affiliates shall not, without the prior written consent of Subscriber, publicly disclose the name of Subscriber or any of its advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) in any press release or (ii) in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except to the extent such disclosure is required by law, in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this clause and shall reasonably consult with Subscriber regarding such disclosure. Subscriber will, as soon as reasonably practicable, provide any information reasonably requested by the PubCo, the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

Consent to Disclosure. 8.1 Subscriber To the extent required by law or regulation, each Supporting Stockholder hereby consents to the publication and disclosure in the Form 8-K filed by the Issuer with the SEC in connection with the execution and delivery of the Merger Agreement, the proxy statement of the Issuer to be filed in connection with the approval of the Merger Agreement by the shareholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement Proxy Statement/Registration Statement (and, as and to the extent otherwise required by the federal applicable securities laws Laws or the SEC or any other securities authorities, any other documents or communications provided by the PubCo, the Issuer Acquiror or the Company to any governmental authority Governmental Authority or to security holders securityholders of the PubCo, the Issuer or the CompanyAcquiror) of Subscribersuch Supporting Stockholder’s identity and beneficial ownership of the Subject Shares and the nature of Subscribersuch Supporting Stockholder’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the PubCo, the Issuer Acquiror or the Company, a copy of this Subscription Agreement, provided that the Issuer shall provide Subscriber (to the extent legally permissible) with prior written notice of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer, the Company and any of their respective affiliates shall not, without the prior written consent of Subscriber, publicly disclose the name of Subscriber or any of its advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) in any press release or (ii) in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except to the extent such disclosure is required by law, in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this clause and shall reasonably consult with Subscriber regarding such disclosure. Subscriber will, as soon as reasonably practicable, Each Supporting Stockholder will promptly provide any information reasonably requested by the PubCo, the Issuer Acquiror or the Company to the extent required by law or regulation, or to the extent required or requested by the SEC or any other securities authority or any Governmental Authority for any regulatory application or filing made or approval sought in connection with the Transactions transactions contemplated by the Merger Agreement (including filings with the SEC), subject to confidentiality obligations that may be applicable to information furnished to the Company or any of the Company’s Subsidiaries by third parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, and except for any information that is subject to attorney-client privilege (provided, that to the extent reasonably possible, the parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves such privilege or compliance with such confidentiality obligation), to the extent permitted by applicable Law. Prior to any disclosure pursuant to this Section 1.11 or any disclosure that includes any information on any Supporting Stockholder under or regarding any documents needed to effect the Transaction Proposals (including any Subscription Agreement to which such Supporting Stockholder is a party), each of the Acquiror and the Company agrees to provide, to the extent reasonably practicable, the applicable Supporting Stockholder a reasonable opportunity to review such disclosure and consider in good faith any comments provided by such Supporting Stockholder. For the avoidance of doubt, except as otherwise permitted by this Section 1.11, neither the Acquiror nor the Company will make any public announcement or issue any public communication that includes any information on any Supporting Stockholder, including its identity, beneficial ownership of Subject Shares and any agreements, commitments, arrangements and understandings it has with the Acquiror or the Company (including any Subscription Agreement to which such Supporting Stockholder is a party), without the prior written consent of the applicable Supporting Stockholder.

Consent to Disclosure. 8.1 7.1 Subscriber hereby consents to the publication and disclosure in any press release issued by the Issuer or the Company or Form 8-K filed by the Issuer with the SEC Commission in connection with the execution and delivery of the Merger Agreement, the proxy statement of the Issuer to be filed in connection with the approval of the Merger Agreement by the shareholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement Proxy Statement/Prospectus (and, as and to the extent otherwise required by the federal securities laws or the SEC Commission or any other securities authorities, any other documents or communications provided by the PubCo, the Issuer or the Company to any governmental authority Governmental Authority or to security holders securityholders of the PubCoIssuer) in each case, as and to the Issuer extent required by applicable Law or the Company) Commission or any other Governmental Authority, of Subscriber’s identity and beneficial ownership of the Shares and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the PubCo, the Issuer or the Company, a copy of this Subscription Agreement. Other than as set forth in the immediately preceding sentence, provided that without Subscriber’s prior written consent, the Issuer shall provide Subscriber (to the extent legally permissible) with prior written notice of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer, the Company and any of their respective affiliates shall not, without the prior written consent of Subscriber, will not publicly disclose the name of Subscriber or any of its Subscriber, other than to the Issuer’s lawyers, independent accountants and to other advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) and service providers who reasonably require such information in any press release or (ii) in any filing connection with the Commission or any regulatory agency or trading marketprovision of services to such person, without are advised of the prior written consent confidential nature of Subscriber, except such information and are obligated to keep such information confidential ; provided that Subscriber consents to the extent such disclosure is required by law, included in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this clause and shall reasonably consult with Subscriber regarding such disclosurepublic announcement materials related to the Transactions previously disclosed to Subscriber. Subscriber will, as soon as reasonably practicable, will promptly provide any information reasonably requested by the PubCo, the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SECCommission).

Consent to Disclosure. 8.1 Subscriber hereby consents to the publication and disclosure in any press release issued by the Issuer, SPAC or the Company or Form 8-K filed by the Issuer with the SEC Commission in connection with the execution and delivery of the Merger Agreement, Business Combination Agreement and the proxy statement of the Issuer to be filed by the Issuer in connection with the approval of the Merger Agreement Transactions by the shareholders stockholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement Issuer (and, as and to the extent otherwise required by the federal securities laws or the SEC Commission or any other securities authorities, any other documents or communications provided by the PubCoIssuer, the Issuer SPAC or the Company to any governmental authority Governmental Authority or to security holders securityholders of the PubCoIssuer, the Issuer SPAC or the Company) of Subscriber’s identity and beneficial ownership of the Shares Issuer Common Stock and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the PubCoIssuer, the Issuer SPAC or the Company, a copy of this Subscription Agreement; provided that, provided that in the Issuer shall provide Subscriber (to the extent legally permissible) with prior written notice case of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to disclosures by the contraryIssuer, SPAC or the Company, the Issuer, the Company and any of their respective affiliates shall notSPAC or Company, without the prior written consent of Subscriberas applicable, publicly disclose the name of Subscriber or any of its advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) in any press release or (ii) in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except to the extent such disclosure is required by law, in which case the Issuer shall provide Subscriber with prior written notice at least two (2) Business Days prior to their release (including by e-mail) of such disclosure permitted under this clause disclosure, and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names Subscriber. Subscriber willshall have the right to approve such disclosure (such approval not to be unreasonably withhold or delayed); provided that none of the Issuer, as soon as reasonably practicable, SPAC or the Company shall name Subscriber in any press release without Subscriber’s prior consent (in Subscriber’s sole discretion). Subscriber will promptly provide any information reasonably requested by the PubCo, the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SECCommission).

Consent to Disclosure. 8.1 7.1 Subscriber hereby consents to the publication and disclosure in any press release issued by the Issuer or the Company or Form 8-K filed by the Issuer with the SEC Commission in connection with the execution and delivery of the Merger Agreement, the proxy statement of the Issuer to be filed in connection with the approval of the Merger Agreement by the shareholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement Proxy Statement/Prospectus (and, as and to the extent otherwise required by the federal securities laws or the SEC Commission or any other securities authorities, any other documents or communications provided by the PubCo, the Issuer or the Company to any governmental authority Governmental Authority or to security holders securityholders of the PubCoIssuer) in each case, as and to the Issuer extent required by applicable Law or the Company) Commission or any other Governmental Authority, of Subscriber’s identity and beneficial ownership of the Shares and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Sponsor Subscription Agreement and, if deemed appropriate by the PubCo, the Issuer or the Company, a copy of this Sponsor Subscription Agreement. Other than as set forth in the immediately preceding sentence, provided that without Subscriber’s prior written consent, the Issuer shall provide Subscriber (to the extent legally permissible) with prior written notice of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer, the Company and any of their respective affiliates shall not, without the prior written consent of Subscriber, will not publicly disclose the name of Subscriber or any of its Subscriber, other than to the Issuer’s lawyers, independent accountants and to other advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) and service providers who reasonably require such information in any press release or (ii) in any filing connection with the Commission or any regulatory agency or trading marketprovision of services to such person, without are advised of the prior written consent confidential nature of Subscriber, except such information and are obligated to keep such information confidential ; provided that Subscriber consents to the extent such disclosure is required by law, included in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this clause and shall reasonably consult with Subscriber regarding such disclosurepublic announcement materials related to the Transactions previously disclosed to Subscriber. Subscriber will, as soon as reasonably practicable, will promptly provide any information reasonably requested by the PubCo, the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SECCommission).

Consent to Disclosure. 8.1 Subscriber Each Purchaser hereby consents to the publication and disclosure in any press release issued by the Company or SPAC or Form 8-K filed by the Issuer Company or SPAC with the SEC in connection with the execution and delivery of the Merger Agreement, the proxy statement of the Issuer to be filed in connection with the approval of the Merger Agreement by the shareholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement Proxy Statement/Prospectus (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents or communications provided by the PubCoCompany or SPAC to any Governmental Authority or to securityholders of the Company or SPAC) in each case, as and to the Issuer extent required by applicable Law or the Company to SEC or any governmental authority or to security holders other Governmental Authority, of the PubCo, the Issuer or the Company) of Subscribersuch Purchaser’s identity and beneficial ownership of the Shares Securities and the nature of Subscribersuch Purchaser’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the PubCo, the Issuer Company or the CompanySPAC, a copy of this Subscription Agreement. Other than as set forth in the immediately preceding sentence, provided that the Issuer shall provide Subscriber (to the extent legally permissible) with without each Purchaser’s prior written notice of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to the contraryconsent, the Issuer, neither the Company and any of their respective affiliates shall not, without the prior written consent of Subscriber, or SPAC will not publicly disclose the name of Subscriber or any of its such Purchaser, other than to their respective lawyers, independent accountants and to other advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) and service providers who reasonably require such information in any press release or (ii) in any filing connection with the Commission or any regulatory agency or trading marketprovision of services to such person, without are advised of the prior written consent confidential nature of Subscriber, except such information and are obligated to keep such information confidential; provided that the Purchasers consents to the extent such disclosure is required included in the public announcement materials related to the transactions contemplated by law, in which case this Agreement or the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this clause and shall reasonably consult with Subscriber regarding such disclosureMerger Agreement previously disclosed to the Purchasers. Subscriber will, as soon as reasonably practicable, Purchasers will promptly provide any information reasonably requested by the PubCo, the Issuer SPAC or the Company for any regulatory application or filing made or approval sought in connection with the Transactions transactions contemplated by this Agreement or the Merger Agreement (including filings with the SEC).

Consent to Disclosure. 8.1 Subscriber Each SPAC Holder Party hereby consents to the publication and disclosure in the Form 8-K filed by the Issuer with the SEC in connection with the execution and delivery of the Merger Agreement, the proxy statement of the Issuer to be filed in connection with the approval of the Merger Agreement by the shareholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement (and, as and to the extent otherwise any announcement or disclosure required by the federal applicable securities laws or Laws, the SEC or any other securities authorities, any other documents or communications provided by the PubCo, the Issuer or the Company to any governmental authority or to security holders authorities of the PubCo, the Issuer or the Company) of Subscribersuch SPAC Holder Party’s identity and beneficial ownership of the Subject Shares and Subject Warrants and the nature of Subscribersuch SPAC Holder Party’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the PubCo, the Issuer or the Company, a copy of this Subscription Agreement, provided that the Issuer shall provide Subscriber (to the extent legally permissible) with prior written notice of such disclosure permitted obligations under this clause. Notwithstanding anything in this Subscription Agreement Sponsor Agreement; provided, that, prior to the contrary, the Issuerany such publication or disclosure, the Company and SPAC have provided such SPAC Holder Party with an opportunity to review and comment upon such announcement or disclosure, which comments the Company and SPAC will consider in good faith; provided, further, that the foregoing proviso shall not apply to any such publication or disclosure the content of their respective affiliates shall not, without which concerning the foregoing does not substantially differ from any prior written consent of Subscriber, publicly disclose the name of Subscriber such publication or any of its advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) in any press release or (ii) in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except to the extent such disclosure is required by law, in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this clause and shall reasonably consult with Subscriber regarding such disclosure. Subscriber will, as soon as reasonably practicable, Each SPAC Holder Party shall promptly provide any information reasonably requested by the PubCo, the Issuer SPAC or the Company for any regulatory application or filing made or approval sought in connection with the Transactions transactions contemplated by the Business Combination Agreement, which approval or filing is specifically set forth in the Business Combination Agreement (including filings with the SEC), except for any information that is subject to attorney-client privilege or confidentiality obligations (provided, that with respect to any confidentiality obligations, (a) such SPAC Holder Party shall use its commercially reasonable efforts to obtain a waiver of any such confidentiality obligations and (b) such SPAC Holder Party, SPAC and the Company shall cooperate in good faith to enable disclosure of such information to the maximum extent possible in a manner that complies with such confidentiality obligation).

Consent to Disclosure. 8.1 7.1 Such Subscriber hereby consents to the publication and disclosure in any press release issued by the Issuer or the Company or Form 8-K filed by the Issuer with the SEC Commission in connection with the execution and delivery of the Merger Agreement, the proxy statement of the Issuer to be filed in connection with the approval of the Merger Agreement by the shareholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement Proxy Statement/Prospectus (and, as and to the extent otherwise required by the federal securities laws or the SEC Commission or any other securities authorities, any other documents or communications provided by the PubCo, the Issuer or the Company to any governmental authority Governmental Authority or to security holders securityholders of the PubCoIssuer) in each case, as and to the Issuer extent required by applicable Law or the Company) Commission or any other Governmental Authority, of such Subscriber’s identity and beneficial ownership of the Subject Shares and the nature of such Subscriber’s commitments, arrangements and understandings under and relating to this Redemption Subscription Agreement and, if deemed appropriate by the PubCo, the Issuer or the Company, a copy of this Redemption Subscription Agreement. Other than as set forth in the immediately preceding sentence, provided that without such Subscriber’s prior written consent, the Issuer shall provide Subscriber (to the extent legally permissible) with prior written notice of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer, the Company and any of their respective affiliates shall not, without the prior written consent of Subscriber, will not publicly disclose the name of Subscriber or any of its such Subscriber, other than to the Issuer’s lawyers, independent accountants and to other advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) and service providers who reasonably require such information in any press release or (ii) in any filing connection with the Commission or any regulatory agency or trading marketprovision of services to such person, without are advised of the prior written consent confidential nature of Subscriber, except such information and are obligated to keep such information confidential; provided that Subscriber consents to the extent such disclosure is required by law, included in which case the Issuer shall provide public announcement materials related to the Transactions previously disclosed to Subscriber. Such Subscriber with prior written notice of such disclosure permitted under this clause and shall reasonably consult with Subscriber regarding such disclosure. Subscriber will, as soon as reasonably practicable, will promptly provide any information reasonably requested by the PubCo, the Issuer or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SECCommission).

Consent to Disclosure. 8.1 Subscriber The Company Stockholder hereby consents to the publication and disclosure in the Form 8-K filed by the Issuer with the SEC in connection with the execution and delivery of the Merger Agreement, the proxy statement of the Issuer to be filed in connection with the approval of the Merger Agreement by the shareholders of the Issuer, and the registration statement of the PubCo on Form F-4 to be filed in connection with the registration under the Securities Act of Ordinary Shares to be issued pursuant to the Merger Agreement Proxy Statement/Registration Statement (and, as and to the extent otherwise required by the federal applicable securities laws Laws or the SEC or any other securities authorities, any other documents or communications provided by the PubCo, the Issuer Acquiror or the Company to any governmental authority Governmental Authority or to security holders securityholders of Acquiror) of the PubCo, the Issuer or the Company) of SubscriberCompany Stockholder’s identity and beneficial ownership of the Subject Shares and the nature of Subscriberthe Company Stockholder’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the PubCo, the Issuer Acquiror or the Company, a copy of this Subscription Agreement[; provided that, provided that the Issuer shall provide Subscriber (to the extent legally permissible) with prior written notice of such disclosure permitted under this clause. Notwithstanding anything in this Subscription Agreement to the contrary, the Issuernot prohibited by Law, the Company Stockholder and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any of their respective affiliates shall not, without the prior written consent of Subscriber, publicly disclose the name of Subscriber or Offer Document each time before any of its advisors or affiliates, or include the name of Subscriber or any of its affiliates (i) in any press release or (ii) in any filing such document is filed with the Commission or SEC, and Acquiror and the Company (as applicable) shall give reasonable and good faith consideration to any regulatory agency or trading market, without comments made by the prior written consent of Subscriber, except to the extent such disclosure is required by law, in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this clause Company Stockholder and shall reasonably consult with Subscriber regarding such disclosureits counsel]8. Subscriber will, as soon as reasonably practicable, The Company Stockholder will promptly provide any information reasonably requested by the PubCo, the Issuer Acquiror or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC), subject to confidentiality obligations that may be applicable to information furnished to the Company or any of the Company’s Subsidiaries by third parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, and except for any information that is subject to attorney-client privilege or similar privilege (provided, that to the extent reasonably possible, the parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves such privilege or compliance with such confidentiality obligation), to the extent permitted by applicable Law; and provided that, to the extent not prohibited by Law, the Company Stockholder and its counsel shall be given a reasonable opportunity to review such regulatory applications or filings and Acquiror and the Company (as applicable) shall give reasonable and good faith consideration to any comments made by the Company Stockholder and its counsel. 8 Only included for SB WW Holdings (Cayman) Limited.