Common use of Cooperation with Form S-4/Proxy Statement; Other Filings Clause in Contracts

Cooperation with Form S-4/Proxy Statement; Other Filings. (a) During the Interim Period, the Company Group shall promptly provide to Parent such information concerning the Company Group as is either required by the federal securities Laws or reasonably requested by Parent and appropriate for inclusion in the Offer Documents. Promptly after the receipt by Parent from the Company of all such information, Parent shall prepare and file with the SEC, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from (i) holders of Parent Common Stock sufficient to obtain Parent Stockholder Approval at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholder Meeting”) and (ii) holders of DLQ Parent common stock sufficient to obtain the DLQ Parent Stockholder Approval at a meeting of holders of DLQ Parent Common Stock to be called and held for such purposes (the “DLQ Parent Stockholder Meeting”). Such proxy materials shall be in the form of a proxy statement (the “Proxy Statement”), which shall be included in a Registration Statement on Form S-4 (the “Form S-4”) filed by Parent with the SEC, pursuant to which the Parent Common Stock issuable in the Merger (including, without limitation, the Dividend Shares) shall be registered. Parent shall promptly respond to any SEC comments on the Form S-4 and Proxy Statement. The Proxy Statement, the Form S-4 and the documents included or referred to therein, together with any supplements, amendments or exhibits thereto, are referred to herein as the “Offer Documents”.

Cooperation with Form S-4/Proxy Statement; Other Filings. (a) During the Interim Period, the The Company Group shall promptly provide to Parent such information concerning the Company Group and the Company Securityholders as is either required by the federal securities Laws or reasonably requested by Parent (and appropriate reasonably available to the Company) for inclusion in the Offer Documents. Promptly As promptly as practicable after the date of this Agreement Parent shall prepare and, as promptly as practicable after the later of (i) the receipt by Parent from the Company of all such informationthe Required Company Audited Financial Statements and (ii) the receipt by Parent of the approval by its stockholders of the Extension Proposal at the Extension Stockholders’ Meeting, Parent shall prepare and file with the SEC, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from (i) holders of Parent Common Stock sufficient to obtain Parent Stockholder Approval at a meeting of holders of Parent Common Stock to be called and held for such purpose purpose, as well as to elect directors to satisfy Nasdaq listing requirements (the “Parent Stockholder Meeting”) and (ii) ), which meeting shall also constitute an annual meeting of the holders of DLQ Parent common stock sufficient to obtain the DLQ Parent Stockholder Approval at a meeting of holders of DLQ Parent Common Stock to be called and held for such purposes (the “DLQ Parent Stockholder Meeting”)Stock. Such proxy materials shall be in the form of a proxy statement (the “Proxy Statement”), which shall be included in a Registration Statement on Form S-4 (the “Form S-4”) filed by Parent with the SEC, pursuant to which the Parent Common Stock issuable in the First Merger (including, without limitation, the Dividend Shares) shall be registered. The Form S-4 will disclose that, following the Mergers, Parent will rely on the “controlled company” exemption from the Nasdaq requirement that a majority of its board of directors be “independent.” Parent shall promptly respond to any SEC comments on the Form S-4 and Proxy StatementS-4. The Proxy Statement, the Form S-4 and the documents included or referred to therein, together with any supplements, amendments or exhibits thereto, are referred to herein as the “Offer Documents”.

Cooperation with Form S-4/Proxy Statement; Other Filings. (a) During the Interim Period, the The Company Group shall promptly provide to Parent such information concerning the Company Group and the Company Securityholders as is either required by the federal securities Laws or reasonably requested by Parent and appropriate for inclusion in the Offer Documents. Promptly after the receipt by Parent from the Company of all such informationinformation (including such information required pursuant to Section 7.4 hereof), Parent and the Company shall prepare prepare, and Parent shall file with the SEC, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from (i) holders of Parent Common Stock Ordinary Shares sufficient to obtain Parent Stockholder Shareholder Approval at a general meeting of holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholder Meeting”) and (ii) holders of DLQ Parent common stock sufficient to obtain the DLQ Parent Stockholder Approval at a meeting of holders of DLQ Parent Common Stock to be called and held for such purposes (the “DLQ Parent Stockholder Shareholder Meeting”). Such proxy materials shall be in the form of a proxy statement (the “Proxy Statement”), which shall be included in a Registration Statement on Form S-4 (the “Form S-4”) filed by Parent with the SEC, pursuant to which (i) the Domesticated Parent Common Stock issuable Shares and the Domesticated Parent Warrants to be issued upon the conversion of the issued and outstanding Parent Ordinary Shares and Parent Warrants, respectively, pursuant to the Domestication and (ii) the other Domesticated Parent Common Shares and Domesticated Parent Warrants to be issued under this Agreement, in the Merger (includingeach case, without limitation, the Dividend Shares) shall be registered. The Company and Parent Parties shall use their reasonable best efforts to promptly respond to any SEC comments on the Form S-4 and Proxy StatementS-4. The Proxy Statement, the Form S-4 and the documents included or referred to therein, together with any supplements, amendments or exhibits thereto, are referred to herein as the “Offer Documents”.

Cooperation with Form S-4/Proxy Statement; Other Filings. (a) During the Interim Period, the Company Group shall promptly provide to Parent such information concerning the Company Group as is either required by the federal securities Laws or reasonably requested by Parent and appropriate for inclusion in the Offer Documents. Promptly after the receipt by Parent from the Company of all such information, Parent shall prepare and file with the SEC, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from (i) holders of Parent Common Stock sufficient to obtain Parent Stockholder Approval at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “Parent Stockholder Meeting”) and (ii) holders of DLQ Parent common stock sufficient to obtain the DLQ Parent Stockholder Approval at a meeting of holders of DLQ Parent Common Stock to be called and held for such purposes (the “DLQ Parent Stockholder Meeting”). Such proxy materials shall be in the form of a proxy statement (the “Proxy Statement”), which shall be included in a Registration Statement on Form S-4 (the “Form S-4”) filed by Parent with the SEC, pursuant to which the Parent Common Stock issuable in the Merger (including, without limitation, the Dividend Shares) shall be registered. Parent shall promptly respond to any SEC comments on the Form S-4 and Proxy Statement. The Proxy Statement, the Form S-4 and the documents included or referred to therein, together with any supplements, amendments or exhibits thereto, are referred to herein as the “Offer Documents”.. 57