Extension of Time to Consummate a Business Combination. (a) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents to extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination from June 30, 2023 to September 30, 2023 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties. The Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (E) any request by the SEC for amendment of the Extension Proxy Statement; (F) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (H) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication). (b) Each party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents. (c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent shall distribute the Extension Proxy Statement to Parent’s stockholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCL, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this Agreement, (y) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension Stockholders’ Meeting, and (z) shall provide its stockholders with the opportunity to elect to convert their Parent Common Stock into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents. Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent shall continue until June 30, 2023 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30, 2023, Parent may cease seeking to have the Extension Proposal approved. (d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securities, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement). (e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal. (f) If the Extension Proposal is approved and the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Viveon Health Acquisition Corp.), Merger Agreement (Clearday, Inc.)
Extension of Time to Consummate a Business Combination. (a) Parent In the event that by December 1, 2022 it becomes reasonably apparent that the Registration Statement will not be declared effective under the Securities Act by the SEC by December 24, 2022, SPAC shall promptly prepare (with the Company’s reasonable cooperation) and as soon as practicable, file with the SEC (with a target filing date of December 15, 2022), a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend SPAC’s Governing Documents, on terms and conditions agreed by the Parent organizational documents parties, to extend the period of time Parent SPAC is afforded under its organizational documents and the final prospectus relating to the IPO Prospectus to consummate an initial Business Combination for an additional amount of time as is reasonably determined by the Company and SPAC, each in good faith, to be necessary or advisable such that the Closing will occur prior to the date at which the SPAC must complete a business combination from June 30, 2023 to September 30, 2023 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties). The Parent SPAC shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties SPAC shall consider the comments of the Company in good faith. The Parent PartiesSPAC, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties SPAC will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (E) any request by the SEC for amendment of the Extension Proxy Statement; (F) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (H) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) SPAC shall use its reasonable efforts to cause the Extension Proxy Statement, when filed with the SEC, to comply in all material respects with the rules and regulations promulgated by the SEC, and to respond to any comments or other communications, whether written or oral, that SPAC or its counsel may receive from time to time from the SEC or its staff with respect to the Extension Proxy Statement. SPAC and the Company shall discuss in good faith and agree upon any action that SPAC will undertake to obtain the SPAC Shareholders’ approval for the Extension Proposal.
(c) Each party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent shall distribute the Extension Proxy Statement to Parent’s stockholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCL, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this Agreement, (y) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension Stockholders’ Meeting, and (z) shall provide its stockholders with the opportunity to elect to convert their Parent Common Stock into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents. Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent shall continue until June 30, 2023 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30, 2023, Parent may cease seeking to have the Extension Proposal approved.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securities, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) ParentSPAC, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders the SPAC Shareholders vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors the SPAC Board nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of directorthe SPAC Board’s recommendation that the Parent stockholders SPAC Shareholders vote in favor of the adoption of the Extension Proposal.
(fe) If the Extension Proposal is approved and the Parent SPAC is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent (i) SPAC shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent SPAC by an executive officer of ParentSPAC, and (bii) Parent SPAC shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreement. Notwithstanding the foregoing, the Company and SPAC shall each be responsible for and pay one-half (1/2) of the cost for the preparation, filing and mailing of the Extension Proxy Statement and other related fees in connection with the Extension Proposal, including the Extension Fee.
Appears in 1 contract
Samples: Business Combination Agreement (HH&L Acquisition Co.)
Extension of Time to Consummate a Business Combination. (a) Parent shall prepare (with the Company’s reasonable cooperation) and and, not later than ten (10) Business Days after the initial filing of the Form S-4 with the SEC, shall file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents documents, on terms and conditions agreed by the parties, to (i) extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO Prospectus to consummate an initial business combination for an additional three months, from March 28, 2022 to June 3028, 2023 to September 30, 2023 2022 (or such earlier date to which as the parties mutually may agree in writing) (the “Initial Extension Date”), and (ii) provide that Parent may extend the Initial Extension Date two times by an additional three months each time (for a total of up to 24 months to complete an initial business combination) if the Sponsor, upon five days’ advance notice prior to the applicable deadline, on or prior to the date of the applicable deadline (the “Extension Proposal”) on terms and conditions agreed upon by the parties). The Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (E) any request by the SEC for amendment of the Extension Proxy Statement; (F) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (H) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent shall distribute the Extension Proxy Statement to Parent’s stockholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCLDGCL for a date no later than forty five days after such notice, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this Agreement, (y) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension Stockholders’ Meeting, and (z) shall provide its stockholders with the opportunity to elect to convert their Parent Common Stock into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents. Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent shall continue until June 30March 28, 2023 2022 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30March 28, 20232022, Parent may cease seeking to have the Extension Proposal approved.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securities, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(f) If the Extension Proposal is approved and the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreement.
Appears in 1 contract
Extension of Time to Consummate a Business Combination. (a) Parent shall prepare (with the Company’s reasonable cooperation) and file has filed with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) seeking stockholder approval for a proposal to amend the Parent organizational documents in order to extend on a monthly basis the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination for an additional fourteen (14) months from June 30August 22, 2023 2024 to September 30October 22, 2023 (or such earlier date to which the parties mutually agree in writing) (the 2025(the “Extension Proposal”) on terms and conditions agreed upon by the parties). The Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) any amendment or supplement to the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (E) any request by the SEC for amendment of the Extension Proxy Statement; (F) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (H) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent shall distribute the Extension Proxy Statement to Parent’s stockholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCLDGCL for a date no later than forty five days after such notice, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this Agreement, (y) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension Stockholders’ Meeting, and (z) shall provide its stockholders with the opportunity to elect to convert their Parent Common Stock into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents. Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent shall continue until June 30August 22, 2023 2024 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30August 22, 20232024, Parent may cease seeking to have the Extension Proposal approved.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securitiesstockholders, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(f) If the Extension Proposal is approved and the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”)Account, Parent shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreement, as amended.
Appears in 1 contract
Extension of Time to Consummate a Business Combination. (a) Parent Acquiror shall prepare (cooperate in good faith with the Company’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents to extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination from June 30, 2023 to September 30, 2023 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties. The Parent shall cooperate Company and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) the any Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties Acquiror shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, Acquiror will promptly respond to any SEC comments on the such Extension Proxy Statement and will use all commercially reasonable best efforts to cause the such Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filingpracticable. The Parent Parties Acquiror will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the such Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (CB) in the event the preliminary such Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (DC) the filing of any supplement or amendment to the such Extension Proxy Statement; (ED) any request by the SEC for amendment of the such Extension Proxy Statement; (FE) any comments from the SEC relating to the such Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (GF) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (HG) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party Acquiror shall promptly correct any information provided by it for use in the Offering Documents or the any Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documentsLaw.
(c) As promptly as practicable after the any Extension Proxy Statement is cleared by the SEC, Parent Acquiror shall (i) distribute the such Extension Proxy Statement to Parent’s stockholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCL, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this AgreementAcquiror Shareholders, (yii) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders Acquiror Shareholders to vote in favor of the related Extension Proposal, and shall (iii) duly convene and hold the an Extension Stockholders’ Meeting, Meeting and (ziv) shall provide its stockholders the Acquiror Shareholders with the opportunity to elect to convert redeem their Parent Common Stock Acquiror Public Shares into a pro rata portion of the Trust Fund Account in connection with the extension such Extension as provided for in Parent’s organizational documentsthe Acquiror Organizational Documents. Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund Acquiror shall bear all fees and expenses incurred in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent shall continue until June 30, 2023 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30, 2023, Parent may cease seeking to have the Extension Proposal approved.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securities, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(f) If the Extension Proposal is approved and the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreement.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Extension of Time to Consummate a Business Combination. (a) Parent Unless the Closing has occurred or the Company has consented in writing to the deferral or waiver of the obligations under this Section 5.20, not less than 45 days prior to the expiration of the period of time SPAC is afforded under its Governing Documents to consummate its initial business combination, SPAC shall prepare (with the Company’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement reasonably acceptable in form and substance to the Company (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents SPAC Governing Documents, on terms and conditions agreed by the Parties, to extend the period of time Parent SPAC is afforded under its organizational documents and the final prospectus relating to the IPO Governing Documents to consummate an its initial business combination from June 30(such amendment, 2023 to September 30, 2023 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties). The Parent SPAC shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned any amendments or delayed) supplements to the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties shall consider the comments of the Company in good faith. The Parent PartiesSPAC, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties SPAC will advise the Company promptly after: (Ai) the time when the Extension Proxy Statement has been filed; (Bii) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (Ciii) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (Div) the filing of any supplement or amendment to the Extension Proxy Statement; (Ev) any request by the SEC for amendment of the Extension Proxy Statement; (Fvi) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (Gvii) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, a summary of such request); and (Hviii) any other communication, whether written or oral, from the SEC in respect thereof (and shall provide the Company with a copy or, in the case of oral communications, a summary of such communication).
(b) Each party Party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC (or, if the SEC does not provide any comments thereon, not later than ten calendar days after the initial filing thereof with the SEC), Parent SPAC shall distribute the Extension Proxy Statement to ParentSPAC’s stockholders shareholders and (xi) having, prior to effectiveness the distribution of the Registration Extension Proxy Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders shareholders (the each an “Extension StockholdersShareholders’ Meeting”) in accordance with its organizational documents Governing Documents and the DGCLCayman Islands Companies Act (As Revised)for a date no later than 30 days after such notice, subject to ParentSPAC’s right to adjourn the Extension StockholdersShareholders’ Meeting as provided in this Agreement, (yii) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders SPAC’s shareholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension StockholdersShareholders’ Meeting, (iii) shall use its commercially reasonable efforts to obtain, from the holders of the SPAC Shares, the approval of the Extension Proposal, and (ziv) shall provide its stockholders shareholders with the opportunity to elect to convert their Parent Common Stock SPAC Shares into a pro rata portion of the Trust Fund Account in connection with the extension as provided for in Parent’s organizational documents. Parent the SPAC Governing Documents.
(d) SPAC may only adjourn the Extension StockholdersShareholders’ Meeting Meeting, (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps allow reasonable time for the SPAC Board to reduce the number accept reversals of shares of Parent Common Stock issued in the IPO as to which elections from the holders thereof that elect to convert such shares their SPAC Shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documentsAccount, (ii) if a quorum is not present (either in person or by proxy) at the Extension StockholdersShareholders’ Meeting, for the purpose of obtaining such a quorum, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable time for the SPAC Board to accept reversals of elections to redeem SPAC Shares, (v) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent SPAC has determined determined, in good faith after consultation with outside legal counsel and the Company, is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders shareholders of Parent SPAC prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension StockholdersShareholders’ Meeting, then Parent shall continue until June 30, 2023 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain or (vi) otherwise with the approval prior written consent of the Extension Proposal. If approval has Company; provided, however, that, without the consent of the Company (such consent not been obtained by June 30to be unreasonably withheld, 2023conditioned or delayed), Parent may cease seeking to have in no event shall SPAC adjourn or postpone the Extension Proposal approvedSPAC Shareholders Meeting for more than 5 Business Days later than the most recently adjourned or postponed meeting and in no event later than the Termination Date.
(de) The Parent Parties SPAC shall comply in all material respects with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL Cayman Islands Companies Act (As Revised) in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension StockholdersShareholders’ Meeting. Without limiting the foregoing, Parent Parties SPAC and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company SecuritiesSPAC shareholders, and as of the date of the Extension StockholdersShareholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party Party shall be responsible for the accuracy or completeness of any information relating to another party Party or any other information furnished by another party Party for inclusion in the Extension Proxy Statement).
(ef) ParentSPAC, acting through its board of directorsthe SPAC Board, shall include in the Extension Proxy Statement the recommendation of its board of directors the SPAC Board that ParentSPAC’s stockholders shareholders vote in favor of the Extension Proposal, and shall otherwise use commercially reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(fg) If For the avoidance of doubt, all filing fees, fees and disbursements of SPAC legal counsel, fees of SPAC’s accountants, and other costs, and expenses of SPAC for and in relation to any extension of the period of time SPAC is afforded under its Governing Documents to consummate its initial business combination, including the Extension Proposal is approved Proxy Statement and the Parent is required to pay an additional amount or amounts Extension Shareholders’ Meeting, including any cash deposited into the Trust Account (such amountby SPAC, the SPAC Sponsor or any of their respective Affiliates in connection with the Extension Shareholder Meeting or at any time after the Extension Shareholder Meeting until the Effective Time (each such cash deposit, an “Extension FeeDeposit”), Parent ) shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreementbe a SPAC Expense.
Appears in 1 contract
Samples: Business Combination Agreement (AlphaVest Acquisition Corp.)
Extension of Time to Consummate a Business Combination. (a) Parent Acquiror shall prepare (cooperate in good faith with the Company’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents to extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination from June 30, 2023 to September 30, 2023 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties. The Parent shall cooperate Company and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) the Extension Proxy Statement, and any amendment or supplement theretoto Extension Proxy Statement, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties Acquiror shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, Acquiror will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable best efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filingpracticable. The Parent Parties Acquiror will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (CB) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (DC) the filing of any supplement or amendment to the Extension Proxy Statement; (ED) any request by the SEC for amendment of the Extension Proxy Statement; (FE) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (GF) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (HG) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party Acquiror shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documentsLaw.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent Acquiror shall (i) distribute the Extension Proxy Statement to Parent’s stockholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCL, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this AgreementAcquiror Shareholders, (yii) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders Acquiror Shareholders to vote in favor of the related Extension Proposal, and shall (iii) duly convene and hold the Extension Stockholders’ Meeting, Meeting and (ziv) shall provide its stockholders the Acquiror Shareholders with the opportunity to elect to convert redeem their Parent Common Stock Acquiror Public Shares into a pro rata portion of the Trust Fund Account in connection with the extension as provided for in Parent’s organizational documentsthe Acquiror Organizational Documents. Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent Acquiror agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent Acquiror shall continue until June 30November 13, 2023 2022 to take all such necessary commercially reasonable actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30November 13, 20232022, Parent Acquiror may cease seeking to have the Extension Proposal approved.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securities, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(f) If the Extension Proposal is approved and the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreement.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. II)
Extension of Time to Consummate a Business Combination. (a) If the Closing has not occurred on or prior to September 1, 2023, Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents Articles, on terms and conditions agreed by the parties, to extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination (the “Extension Proposal”) for an additional three months, from June 30September 25, 2023 to September 30December 26, 2023 (or such earlier other date to which as the parties mutually may agree in writing) (the “Extension ProposalDate”) on terms and conditions agreed upon by the parties). The Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (E) any request by the SEC for amendment of the Extension Proxy Statement; (F) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (H) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent shall distribute the Extension Proxy Statement to Parent’s stockholders shareholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special a meeting of its stockholders holders of Parent Common Shares (the “Extension StockholdersShareholders’ Meeting”) in accordance with its organizational documents and the DGCL, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this AgreementCayman Companies Act, (y) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders Parent’s shareholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension StockholdersShareholders’ Meeting, and (z) shall provide its stockholders shareholders with the opportunity to elect to convert tender their Parent Common Stock into a pro rata portion of the Trust Fund Class A Ordinary Shares for redemption in connection with the extension as provided for in Parent’s organizational documents. the Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafterArticles. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension StockholdersShareholders’ Meeting, then Parent shall continue until June 30September 25, 2023 to take all such necessary actions and hold additional Extension StockholdersShareholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained After giving effect to any redemption of Parent Class A Ordinary Shares in connection with any extension as provided for in the Parent Articles, at least 500,000 shares of Parent Class A Ordinary Shares shall be held by June 30, 2023, Parent may cease seeking to have the Extension Proposal approvedpublic shareholders.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL Cayman Companies Act in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension StockholdersShareholders’ Meeting. Without limiting the foregoing, the Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company SecuritiesParent Common Shares, and as of the date of the Extension StockholdersShareholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders the holders of Parent Common Shares vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the holders of Parent stockholders Common Shares vote in favor of the adoption of the Extension Proposal.
(f) If the Extension Proposal is approved and the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), (i) Parent shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (bii) Parent shall deliver the aggregate amount of the Extension Fee necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreement.
(g) Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the obligations of all of the parties to consummate the Closing shall not be subject to the approval of the Extension Proposal.
Appears in 1 contract
Extension of Time to Consummate a Business Combination. (a) Parent As soon as practicable after the execution of this Agreement, BCSA shall prepare (with the Company’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement reasonably acceptable in form and substance to the Company (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents BCSA Governing Documents, on terms and conditions agreed by the Parties, to extend the period of time Parent BCSA is afforded under its organizational documents and the final prospectus relating to the IPO Governing Documents to consummate an its initial business combination from June 30(such amendment, 2023 to September 30, 2023 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties). The Parent BCSA shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned any amendments or delayed) supplements to the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties shall consider the comments of the Company in good faith. The Parent PartiesBCSA, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties BCSA will advise the Company promptly after: (Ai) the time when the Extension Proxy Statement has been filed; (Bii) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (Ciii) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (Div) the filing of any supplement or amendment to the Extension Proxy Statement; (Ev) any request by the SEC for amendment of the Extension Proxy Statement; (Fvi) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (Gvii) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, a summary of such request); and (Hviii) any other communication, whether written or oral, from the SEC in respect thereof (and shall provide the Company with a copy or, in the case of oral communications, a summary of such communication).
(b) Each party Party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC (or, if the SEC does not provide any comments thereon, not later than ten calendar days after the initial filing thereof with the SEC), Parent BCSA shall distribute the Extension Proxy Statement to ParentBCSA’s stockholders shareholders and (xi) having, prior to effectiveness the distribution of the Registration Extension Proxy Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders shareholders (the each an “Extension StockholdersShareholders’ Meeting”) in accordance with its organizational documents Governing Documents and the DGCLDGCL for a date no later than 30 days after such notice, subject to ParentBCSA’s right to adjourn the Extension StockholdersShareholders’ Meeting as provided in this Agreement, (yii) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders BCSA’s shareholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension StockholdersShareholders’ Meeting, (iii) shall use its commercially reasonable efforts to obtain, from the holders of the BCSA Class A Shares, the approval of the Extension Proposal, and (ziv) shall provide its stockholders shareholders with the opportunity to elect to convert their Parent Common Stock BCSA Class A Shares into a pro rata portion of the Trust Fund Account in connection with the extension as provided for in Parent’s organizational documents. Parent the BCSA Governing Documents.
(d) BCSA may only adjourn the Extension StockholdersShareholders’ Meeting Meeting, (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps allow reasonable time for the BCSA Board to reduce the number accept reversals of shares of Parent Common Stock issued in the IPO as to which elections from the holders thereof that elect to convert such shares their BCSA Class A Shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documentsAccount, (ii) if a quorum is not present (either in person or by proxy) at the Extension StockholdersShareholders’ Meeting, for the purpose of obtaining such a quorum, (iii) to amend the Extension Proposal, subject (iv) to allow reasonable time for the Company’s consent, not BCSA Board to be unreasonably withheld, conditioned or delayed, accept reversals of elections to redeem BCSA Class A Shares or (ivv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent BCSA has determined determined, in good faith after consultation with outside legal counsel and the Company, is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders shareholders of Parent BCSA prior to the Extension StockholdersShareholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent shall continue until June 30, 2023 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30, 2023, Parent may cease seeking to have the Extension Proposal approved.
(de) The Parent Parties BCSA shall comply in all material respects with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension StockholdersShareholders’ Meeting. Without limiting the foregoing, Parent Parties BCSA and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company SecuritiesBCSA shareholders, and as of the date of the Extension StockholdersShareholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party Party shall be responsible for the accuracy or completeness of any information relating to another party Party or any other information furnished by another party Party for inclusion in the Extension Proxy Statement).
(ef) ParentBCSA, acting through its board of directorsthe BCSA Board, shall include in the Extension Proxy Statement the recommendation of its board of directors the BCSA Board that ParentBCSA’s stockholders shareholders vote in favor of the Extension Proposal, and shall otherwise use commercially reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(fg) If For the avoidance of doubt, all filing fees, fees and disbursements of BCSA legal counsel, fees of BCSA’s accountants, and other costs, and expenses of BCSA for and in relation to any extension of the period of time BCSA is afforded under its Governing Documents to consummate its initial business combination, including the Extension Proposal is approved Proxy Statement and the Parent is required to pay an additional amount or amounts Extension Shareholders’ Meeting, including any cash deposited into the Trust Account (such amountby BCSA, the BCSA Sponsor or any of their respective Affiliates in connection with the Extension Shareholder Meeting or at any time after the Extension Shareholder Meeting until the Effective Time (each such cash deposit, an “Extension FeeDeposit”), Parent ) shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreementbe a BCSA Expense.
Appears in 1 contract
Samples: Business Combination Agreement (Blockchain Coinvestors Acquisition Corp. I)
Extension of Time to Consummate a Business Combination. (a) Parent shall prepare (with the Company’s reasonable cooperation) and and, not later than September 2, 2021 (or such later date to which the Parties mutually agree in writing), shall file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents to extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination from June 30October 13, 2023 2021 to September 30January 13, 2023 2022 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties. The Parent Parties shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (E) any request by the SEC for amendment of the Extension Proxy Statement; (F) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (H) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall amend or supplement the Form S-4 and cause any appropriate supplements the Form S-4, as so amended or supplemented, to be filed with the Offering Documents or SEC and shall cause the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent shall distribute the Extension Proxy Statement to Parent’s stockholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCLDGCL for a date no later than October 7, 2021, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this Agreement, (y) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension Stockholders’ Meeting, and (z) shall provide its stockholders with the opportunity to elect to convert their Parent Common Stock into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents. Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent shall continue until June 30October 13, 2023 2021 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30October 14, 20232021, Parent may cease seeking to have the Extension Proposal approved.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securities, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(f) If the Extension Proposal is approved and the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust Agreement.
Appears in 1 contract
Extension of Time to Consummate a Business Combination. (a) Parent shall prepare (with the Company’s reasonable cooperation) and file has filed with the SEC a mutually acceptable proxy statement (such proxy statementstatements, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents documents, on terms and conditions agreed by the parties, to (i) extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO Prospectus to consummate an initial business combination from June 30a Business Combination until December 31, 2023 to September 30, 2023 2022 (or such earlier date to which as the parties mutually may agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties). The Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) any amendments or supplements to the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (E) any request by the SEC for amendment of the Extension Proxy Statement; (F) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (G) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (H) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC (or, if the SEC does not provide any comments thereon, not later than 10 business days after the initial filing thereof with the SEC), Parent shall distribute the Extension Proxy Statement to Parent’s stockholders and (xw) having, prior to effectiveness the distribution of the Registration Extension Proxy Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the each an “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCLDGCL for a date no later than thirty days after such notice, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this Agreement, (yx) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension Stockholders’ Meeting, (y) shall use its reasonable best efforts to obtain, from the holders of Parent Common Stock the approval of the Extension Proposal, and (z) shall provide its stockholders with the opportunity to elect to convert their Parent Common Stock into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents. Parent may only adjourn the Extension Stockholders’ Meeting Meeting, by not more than ten Business Days for any such adjournment, (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps attempt to reduce the number of shares of holders that elect to convert their Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documentsFund, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, for the purpose of obtaining such a quorum, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel and with the Company is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent shall continue until June 3015, 2023 2022 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 3015, 20232022, Parent may cease seeking to have the Extension Proposal approved. Parent shall file the amendment to its certificate of incorporation that is described in the Preliminary Extension Proxy Statement, as filed with the SEC on April 25, 2022, with the Secretary of State of the State of Delaware promptly following approval of the Extension Proposal.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securities, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(f) If All filing fees, capital contributions, legal fees, costs, expenses for and in relation to any Extension Proxy Statement and Extension Stockholders’ Meeting and any other Parent corporate state law compliance and continued listing of the Parent under the Nasdaq Stock Exchange, including but not limited to an annual meeting under Delaware law shall be borne solely by the Sponsors and the Parent, except that the cost of any cash inducements to stockholders of Parent (including additional amounts to be deposited into the Trust Account) after the first three months of extension shall be split between the Company and Parent 71.4% by the Company and 28.6% by the Parent, provided that the Company shall not be required to pay any such inducement costs in excess of $200,000 and the Sponsors shall not be required to pay any such inducement costs in excess of $400,000 (those such expenses as are borne by Parent shall constitute Parent Expenses). Parent shall not issue any of its equity securities, or rights to acquire equity securities, or enter into any Contracts or commitments to do the foregoing, in connection with the Extension Proposal is approved and or the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee solicitation of stockholder approval of favor of the approval Extension Proposal without the prior written consent of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust AgreementCompany.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (EdtechX Holdings Acquisition Corp. II)
Extension of Time to Consummate a Business Combination. (a) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents to extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination from June 30, 2023 to September 30, 2023 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties. The Parent Acquiror shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will shall not be unreasonably withheld, conditioned or delayed) , provided that the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties Acquiror shall consider have considered the comments of the Company in good faith. The Parent ) any amendments or supplements to the proxy statement (such proxy statements, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Acquiror Organizational Documents, on terms and conditions agreed by the Parties, with to extend the assistance and written approval period of time Acquiror is afforded under the CompanyAcquiror Organizational Documents to consummate a business combination until February 20, will promptly respond 2024 (or up to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared January 20, 2025 if eleven (11) additional monthly extensions are approved thereafter by the SEC as promptly as practicable after board of directors of Acquiror) (such filingdate the “Extension Date” and such amendment, the “Extension Proposal”). The Parent Parties Acquiror will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (EB) any request by the SEC for amendment of the Extension Proxy Statement; (FC) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (GD) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (HE) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party Party shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent shall distribute the Extension Proxy Statement to Parent’s stockholders and Acquiror (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCL, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this Agreement, (y) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders Acquiror Stockholders to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension Stockholders’ Meeting, (y) shall use its commercially reasonable efforts to obtain, from the holders of Acquiror Common Stock the approval of the Extension Proposal, and (z) shall provide its stockholders the Acquiror Stockholders with the opportunity to elect to convert their Parent Acquiror Class A Common Stock into a pro rata portion of the Trust Fund Account in connection with the extension as provided for in Parent’s organizational documentsthe Acquiror Organizational Documents. Parent Acquiror may only adjourn the Extension Stockholders’ Meeting Meeting, by not more than ten (10) Business Days for any such adjournment, (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps or to reduce allow reasonable time for the number board of shares directors of Parent Common Stock issued in the IPO as Acquiror to which accept reversals of elections from the holders thereof that elect to convert such shares their Acquiror Class A Common Stock into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documentsAccount, (ii) if a quorum is not present (either in person or by proxy) at the Extension Stockholders’ Meeting, for the purpose of obtaining such a quorum, (iii) to amend the Extension Proposal, subject (iv) to allow reasonable time for the Company’s consent, not board of directors of Acquiror to be unreasonably withheld, conditioned or delayed, accept reversals of elections to redeem shares of Acquiror Class A Common Stock or (ivv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent Acquiror has determined in good faith after consultation with outside legal counsel and with the Company is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent Acquiror Stockholders prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent Acquiror agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent Acquiror shall continue until June 30, 2023 to take all such necessary actions and use commercially reasonable efforts to hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension ProposalProposal until the termination of this Agreement in accordance with its terms. If approval has not been obtained by June 30Notwithstanding anything to the contrary herein, 2023if the Closing occurs prior to January 20, Parent may cease seeking to have 2024, Acquiror shall cancel the Extension Proposal approvedStockholders’ Meeting.
(d) The Parent Parties Acquiror shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties Acquiror and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company SecuritiesAcquiror Stockholders, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party Party shall be responsible for the accuracy or completeness of any information relating to another party Party or any other information furnished by another party Party for inclusion in the Extension Proxy Statement).
(e) ParentAcquiror, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor otherwise use commercially reasonable efforts to obtain approval of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither ParentAcquiror’s board of directors nor any committee or agent or representative Representative thereof shall withdraw (or modify in a manner adverse to the Company), ) or propose to withdraw (or modify in a manner adverse to the Company) ParentAcquiror’s board of director’s recommendation that the Parent stockholders Acquiror Stockholders vote in favor of the adoption of the Extension Proposal.
(f) If All filing fees, legal fees and disbursements, accountings fees, and other costs, and expenses for and in relation to any extension of the period of time Acquiror is afforded under the Acquiror Organizational Documents to consummate a business combination, including the Extension Proxy Statement and Extension Stockholders’ Meeting, shall be borne solely by Acquiror. Acquiror shall not issue any of its Equity Securities, or rights to acquire Equity Securities, or enter into any Contracts or commitments to do the foregoing, in connection with the Extension Proposal is approved and or the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee solicitation of stockholder approval of favor of the approval Extension Proposal without the prior written consent of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust AgreementCompany.
Appears in 1 contract
Extension of Time to Consummate a Business Combination. (a) Parent Acquiror shall prepare (cooperate in good faith with the Company’s reasonable cooperation) and file with the SEC a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents to extend the period of time Parent is afforded under its organizational documents and the final prospectus relating to the IPO to consummate an initial business combination from June 30, 2023 to September 30, 2023 (or such earlier date to which the parties mutually agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties. The Parent shall cooperate Company and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned or delayed) the Extension Proxy Statement, and any amendment or supplement theretoto Extension Proxy Statement, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties Acquiror shall consider the comments of the Company in good faith. The Parent Parties, with the assistance and written approval of the Company, Acquiror will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable best efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filingpracticable. The Parent Parties Acquiror will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (CB) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (DC) the filing of any supplement or amendment to the Extension Proxy Statement; (ED) any request by the SEC for amendment of the Extension Proxy Statement; (FE) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (GF) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (HG) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party Acquiror shall promptly correct any information provided by it for use in the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documentsLaw.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent Acquiror shall (i) distribute the Extension Proxy Statement to Parent’s stockholders and (x) having, prior to effectiveness of the Registration Statement, established the record date therefor, shall duly call and give notice of special meeting of its stockholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCL, subject to Parent’s right to adjourn the Extension Stockholders’ Meeting as provided in this AgreementAcquiror Shareholders, (yii) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders Acquiror Shareholders to vote in favor of the related Extension Proposal, and shall (iii) duly convene and hold the Extension Stockholders’ Meeting, Meeting and (ziv) shall provide its stockholders the Acquiror Shareholders with the opportunity to elect to convert redeem their Parent Common Stock Acquiror Public Shares into a pro rata portion of the Trust Fund Account in connection with the extension as provided for in Parent’s organizational documentsthe Acquiror Organizational Documents. Parent may only adjourn the Extension Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof elect to convert such shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documents, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Parent prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent Acquiror agrees that if the approval of the Extension Proposal shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent Acquiror shall continue until June 30January 14, 2023 to take all such necessary commercially reasonable actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension Proposal. If approval has not been obtained by June 30January 14, 2023, Parent Acquiror may cease seeking to have the Extension Proposal approved.
(d) The Parent Parties shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company Securities, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(e) Parent, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders vote in favor approval of the Extension Proposal, . The Company shall bear all fees and shall otherwise use reasonable best efforts to obtain approval thereof. Neither Parent’s board of directors nor expenses incurred in connection with any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) Parent’s board of director’s recommendation that the Parent stockholders vote in favor of the adoption of the Extension Proposal.
(f) If the Extension Proposal is approved and the Parent is required to pay an additional amount or amounts into the Trust Account (such amount, the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee of the approval of such Extension Proposal, signed on behalf of Parent by an executive officer of Parent, except for fees and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds expenses related to the Trusteeinitial Extension for a period of six months, for deposit in which fees and expenses shall be borne by the Trust Account in accordance with the extension letter and the Trust AgreementAcquiror.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Extension of Time to Consummate a Business Combination. (a) Parent shall prepare (with the Company’s reasonable cooperation) Plum has prepared and file filed with the SEC a mutually acceptable definitive proxy statement (such definitive proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend the Parent organizational documents Plum’s Governing Documents to extend the period of time Parent Plum is afforded under its organizational documents and the final prospectus relating to the IPO Governing Documents to consummate an initial a business combination from June 30to a date that is at, 2023 or provides Plum with the option to September 30extend such period to, 2023 at the earliest the Termination Date (or such earlier date to which as the parties mutually may agree in writing) (the “Extension Proposal”) on terms and conditions agreed upon by the parties). The Parent Plum shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on and approve in writing (which approval will not be unreasonably withheld, conditioned any amendments or delayed) supplements to the Extension Proxy Statement, and any amendment or supplement thereto, and any responses to comments from the SEC or its staff or the provision of additional information in connection therewith, prior to filing or delivery of the same with or to the SEC. The Parent Parties Plum shall consider the comments of the Company in good faith. The Parent PartiesPlum, with the assistance and written approval of the Company, will promptly respond to any SEC comments on the Extension Proxy Statement and will use all commercially reasonable efforts to cause the Extension Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Parent Parties Plum will advise the Company promptly after: (A) the time when the Extension Proxy Statement has been filed; (B) in the event the Extension Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Extension Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Extension Proxy Statement; (EB) any request by the SEC for amendment of the Extension Proxy Statement; (FC) any comments from the SEC relating to the Extension Proxy Statement and responses thereto (and shall provide the Company with a copy or, in the case of oral communications, summary of such comments); (GD) requests by the SEC for additional information (and shall provide the Company with a copy or, in the case of oral communications, summary of such request); and (HE) any other communication, whether written or oral, from the SEC (and shall provide the Company with a copy or, in the case of oral communications, summary of such communication).
(b) Each party shall promptly correct any information provided by it for use in Plum has commenced the Offering Documents or the Extension Proxy Statement if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Parent Parties shall cause any appropriate supplements to the Offering Documents or distribution of the Extension Proxy Statement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions holders of this Agreement and Parent’s organizational documents.
(c) As promptly as practicable after the Extension Proxy Statement is cleared by the SEC, Parent shall distribute the Extension Proxy Statement to Parent’s stockholders Plum Shares and (xw) having, prior to effectiveness the distribution of the Registration Extension Proxy Statement, established the record date therefor, shall and having duly call called and give authorized the delivery of notice of special meeting of its stockholders shareholders (the “Extension Stockholders’ Meeting”) in accordance with its organizational documents and the DGCLPlum’s Governing Documents, subject to ParentPlum’s right to adjourn the Extension Stockholders’ Meeting as provided in this Agreement, (yx) subject to the other provisions of this Agreement, shall solicit proxies from the Parent stockholders holders of Plum Shares to vote in favor of the Extension Proposal, and shall duly convene and hold the Extension Stockholders’ MeetingMeeting for the purposes of obtaining the Extension Approval, (y) shall use its reasonable best efforts to obtain, from the holders of Plum Shares the Extension Approval and (z) shall provide its stockholders shareholders with the opportunity to elect to convert their Parent Common Stock Plum Shares into a pro rata portion of the Trust Fund Account in connection with the extension as provided for in ParentPlum’s organizational documentsGoverning Documents. Parent Plum may only adjourn the Extension Stockholders’ Meeting Meeting, by not more than ten (10) Business Days for any such adjournment, (i) to solicit additional proxies for the purpose of obtaining approval of the Extension Proposal or to take steps attempt to reduce the number of shares of Parent Common Stock issued in the IPO as to which the holders thereof that elect to convert such shares their Plum Shares into a pro rata portion of the Trust Fund in connection with the extension as provided for in Parent’s organizational documentsAccount, (ii) if a quorum is not present at the Extension Stockholders’ Meeting, for the purpose of obtaining such a quorum, (iii) to amend the Extension Proposal, subject to the Company’s consent, not to be unreasonably withheld, conditioned or delayed, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent Plum has determined in good faith after consultation with outside legal counsel and with the Company is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders holders of Parent Plum Shares prior to the Extension Stockholders’ Meeting; provided that the Extension Stockholders’ Meeting is reconvened as promptly as practical thereafter. Parent Plum agrees that if the approval of the Extension Proposal Approval shall not have been obtained at any such Extension Stockholders’ Meeting, then Parent Plum shall continue until June 30March 18, 2023 2022 to take all such necessary actions and hold additional Extension Stockholders’ Meetings in order to obtain the approval of the Extension ProposalApproval. If approval has not been obtained by June 30March 18, 20232022, Parent Plum may cease seeking to have the Extension Proposal approved.
(dc) The Parent Parties Plum and the Company shall each comply with all applicable provisions of and rules under the Exchange Act and in all applicable provisions of the DGCL material respects in the preparation, filing and distribution of the Extension Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extension Stockholders’ Meeting. Without limiting the foregoing, Parent Parties Plum and the Company shall each ensure that the Extension Proxy Statement does not, as of the date on which it is first distributed to Parent stockholders and the holders of the Company SecuritiesPlum Shares, and as of the date of the Extension Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading (provided that no party shall be responsible for the accuracy or completeness of any information relating to another party or any other information furnished by another party for inclusion in the Extension Proxy Statement).
(ed) ParentPlum, acting through its board of directors, shall include in the Extension Proxy Statement the recommendation of its board of directors that Parent’s stockholders holders of Plum Shares vote in favor of the Extension Proposal, and shall otherwise use reasonable best efforts to obtain approval thereof. Neither ParentPlum’s board of directors nor any committee or agent or representative thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company) ParentPlum’s board of director’s recommendation that the Parent stockholders holders of Plum Shares vote in favor of the adoption of the Extension Proposal.
(fe) If the Extension Proposal provides Plum with the right or the option to extend the period of time it is approved afforded under its Governing Documents to consummate a business combination to any date prior to, or at, the Termination Date (including any such right or option that may require the payment of any amount by Plum or the Sponsor, or the addition of any such amount in the Trust Account), Plum shall exercise such right, and take all other action necessary, so that the Parent date by which Plum must, under its Governing Documents, consummate a business combination, is required on or prior to the earlier of (a) the Termination Date and (b) such date on which this Agreement is terminated in accordance with its terms.
(f) All filing fees, capital contributions, legal fees, costs, expenses for and in relation to any Extension Proxy Statement and Extension Meeting and any other expenses related to the continued listing of Plum Shares on NASDAQ, including but not limited to the cost of any cash inducements to holders of Plum Shares (including additional amounts to be deposited into the Trust Account) shall be borne by Plum, except that the Company shall, within five (5) days of receipt of notice from Plum or Sponsor, pay an additional amount or amounts into the Trust Account or to another account specified by Plum or Sponsor, in cash, fifty percent (50%) of any such amountcash inducements to be paid by Plum or Sponsor and attributable to any period after May 15, 2023 in which the “Extension Fee”), Parent shall deliver an extension letter to the Trustee, notifying the Trustee audit of the Closing Company Financial Statements shall not have been completed, provided that the Company shall not be required to pay more than $80,000 of such cost for each month in such period. Plum shall not issue any of its equity securities, or rights to acquire equity securities, or enter into any Contracts or commitments to do the foregoing, in connection with the Extension Proposal or the solicitation of holders approval of such the Extension Proposal, signed on behalf Proposal without the prior written consent of Parent by an executive officer of Parent, and (b) Parent shall deliver the aggregate amount necessary by wire transfer of immediately available funds to the Trustee, for deposit in the Trust Account in accordance with the extension letter and the Trust AgreementCompany.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. I)
