Business Combination Matters. 3.32.1 In connection with the initial Business Combination, the Company shall, if requested by the Underwriters, (i) provide, or cause the target of the initial Business Combination to provide, to the Underwriters and their representatives, customary documentation, including (A) all financial and other records, including any financial forecasts or projections, (B) pertinent corporate documents, (C) material contracts, (D) documents and information contained in the virtual data room used in connection with the initial Business Combination, and (E) any other information, certifications or documentation reasonably requested by the Underwriters and their representatives with respect to the parties to the definitive agreement for the Company’s initial Business Combination (the “Business Combination Agreement”), in each case, with reasonable advance opportunity to review the foregoing; (ii) cause appropriate officers, directors and employees of the parties to the Business Combination Agreement, and cause representatives of the Company’s and the initial Business Combination target’s accountants and auditors, to participate in any due diligence sessions reasonably requested by the Underwriters in connection with the initial Business Combination; and (iii) provide, and in the case of the target of the initial Business Combination, cause to provide, customary comfort letters, legal opinions and negative assurance letters, in form and substance reasonably satisfactory to the Underwriters, each dated as of the effective date of the registration statement (if applicable), statutory prospectus, prospectus or proxy statement, as applicable, filed in connection with the initial Business Combination and as of the date of the shareholder vote to approve the initial Business Combination. The Company agrees to pay for the documented costs and expenses reasonably incurred by the Underwriters in connection with the foregoing, including the fees and expenses of their legal counsel. 3.32.2 The Company shall include in any Business Combination agreement (i) a covenant for the assignment and assumption, by the public entity resulting from the Business Combination, of all of the Company’s indemnification obligations under Section 5 hereof and (ii) that the Underwriters may rely on the representations and warranties contained therein as if they were a party thereto. 3.32.3 In connection with the initial Business Combination, the Company shall use commercially reasonable efforts to cause the target of the initial Business Combination to execute and deliver to the Representative a joinder agreement, in form and substance reasonably satisfactory to the Representative, pursuant to which it shall join this Agreement as a signatory and a party for purposes of being subject to Section 3.32.1 hereof, and as a result, the Company’s obligations to cause the Target to take such actions shall cease to be of force or effect. 3.32.4 The Company acknowledges and agrees that nothing in this Agreement shall be interpreted to obligate the Underwriters to take any action, or to refrain from taking any action, in connection with the Business Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion and only pursuant to a separate, definitive written agreement between such Underwriter and the Company or another Registrant. 3.32.5 The Company shall (i) (A) provide the Underwriters and their representatives with notice of filing of, and a reasonable advance opportunity to review and comment on, any registration statement, preliminary prospectus, statutory prospectus, final prospectus, proxy statement, tender offer document or offering document, as applicable, including exhibits and financial statements included or incorporated by reference therein, any other documents incorporated by reference therein and any amendment or supplement thereto, to be filed with or furnished to the Commission in connection with the initial Business Combination (each, a “Business Combination Disclosure Document”), prior to each such filing, and will not permit the filing of any such document without the Representative’s consent, which consent shall not be unreasonably withheld, (B) provide each Underwriter and its representatives a reasonable advance opportunity to review and comment on any publicly-disseminated document that names or describes such Underwriter, whether or not such document is filed, (C) give reasonable consideration to accepting any comments made by the Underwriters and their representatives in respect of such Business Combination Disclosure Documents, and (D) consider in good faith including in any such filing, document or response all comments reasonably proposed by the Underwriters and their representatives; provided that any information naming or describing an Underwriter must be in a form and content reasonably satisfactory to such Underwriter; and (ii) upon the request by the Underwriters, promptly file an amendment to any Business Combination Disclosure Document, filed in connection with the initial Business Combination, to correct any information to the extent that such information shall have become false or misleading in any material respect, or to correct any material omissions therefrom.
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