Common use of Joint Proxy Statement/Prospectus Clause in Contracts

Joint Proxy Statement/Prospectus. The information relating to Parent included in the Registration Statement shall not, at the time the Joint Proxy Statement/Prospectus is declared effective by the SEC and at all times subsequent thereto (through and including the Effective Date), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information relating to Parent included in the Joint Proxy Statement/Prospectus shall not, on the date or dates the Joint Proxy Statement/Prospectus is first mailed to the stockholders of Parent and the stockholders of Company, at the time of the Parent Stockholders Meeting and the Company Stockholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or omit to state a material fact necessary to correct any statement in an earlier communication with respect to the solicitation of proxies for the Parent Stockholders Meeting which has become false or misleading. If, at any time prior to the Effective Time, any event or information should be discovered by Parent which should be set forth in an amendment to the Joint Proxy Statement/Prospectus or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by Company which is contained in the Joint Proxy Statement/Prospectus.

Joint Proxy Statement/Prospectus. The information relating to Parent Company included in the Registration Statement joint proxy statement/prospectus on Form S-4 (or such other successor form as may be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC, including any amendments or supplements thereto (the “Joint Proxy Statement/Prospectus”) shall not, at the time the Joint Proxy Statement/Prospectus is declared effective by the SEC and at all times subsequent thereto (through and including the Effective Date), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information relating to Parent Company included in the Joint Proxy Statement/Prospectus to be sent to the stockholders of Company in connection with the meeting of the Company stockholders (the “Company Stockholders Meeting”) and to the stockholders of the Parent in connection with the meeting of the Parent’s stockholders (the “Parent Stockholders Meeting”), as may be amended or supplemented shall not, on the date or dates the Joint Proxy Statement/Prospectus is first mailed to the stockholders of Parent Company and the stockholders of CompanyParent, at the time of the Parent Company Stockholders Meeting and the Company Parent Stockholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or omit to state a material fact necessary to correct any statement in an earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or the Parent Stockholders Meeting which has become false or misleading. If, at any time prior to the Effective Time, any event or information should be discovered by Parent Company which should be set forth in an amendment to the Joint Proxy Statement/Prospectus or a supplement to the Joint Proxy Statement/Prospectus, Parent Company shall promptly inform CompanyParent. Notwithstanding the foregoing, Parent Company makes no representation, warranty or covenant with respect to any information supplied by Company Parent which is contained in the Joint Proxy Statement/Prospectus.

Joint Proxy Statement/Prospectus. The information relating to Parent included in the Registration Statement Joint Proxy Statement/Prospectus filed with the SEC on Form S-4 shall not, at the time the such Joint Proxy Statement/Prospectus is declared effective by the SEC and at all times subsequent thereto (through and including the Effective DateTime), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information relating to Parent included in the Joint Proxy Statement/Prospectus shall not, on the date or dates the Joint Proxy Statement/Prospectus is first mailed to the stockholders of Parent and the stockholders of Company, at the time of the Parent Stockholders Meeting and the Company Stockholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or omit to state a material fact necessary to correct any statement in an earlier communication with respect to the solicitation of proxies for the Parent Stockholders Meeting or Company Stockholders Meeting which has become false or misleading. If, at any time prior to the Effective Time, any event or information should be discovered by Parent which should be set forth in an amendment to the Joint Proxy Statement/Prospectus or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by Company which is contained in the Joint Proxy Statement/Prospectus.

Joint Proxy Statement/Prospectus. The information (i) As promptly as reasonably practicable after the execution of this Agreement, SPAC, the Acquisition Entities and the Company shall prepare, and PubCo shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Joint Proxy Statement/Prospectus”) relating to Parent included the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement, the Plan of Initial Merger, and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in the Registration Statement shall not, at the time its comments to the Joint Proxy Statement/Prospectus is declared effective or correspondence related thereto, (C) any other proposals as reasonably agreed by SPAC and the SEC Company to be necessary or appropriate in connection with the transactions contemplated hereby, and at all times subsequent thereto (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through and including the Effective Date(D), contain any untrue statement of a material fact or omit collectively, the “Transaction Proposals”). SPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information relating to Parent included in (1) cause the Joint Proxy Statement/Prospectus shall notwhen filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, on (2) respond as promptly as reasonably practicable to and resolve all comments received from the date or dates SEC concerning the Joint Proxy Statement/Prospectus, (3) cause the Joint Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as practicable and (4) keep the Joint Proxy Statement/Prospectus effective as long as is first mailed necessary to consummate the Transactions. Prior to the stockholders effective date of Parent the Joint Proxy Statement/Prospectus, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares and the stockholders PubCo Warrants pursuant to this Agreement. Each of the Company, at SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the time of the Parent Stockholders Meeting Transactions, and the Company Stockholders Meeting and at SPAC shall furnish all information concerning the Effective TimeCompany and its Subsidiaries (in the case of the Company) or SPAC (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Joint Proxy Statement/Prospectus, contain any untrue statement of a material fact SPAC shall mail (or omit to state any material fact required cause to be stated therein mailed) the Joint Proxy Statement/Prospectus to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other Parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or necessary advisable or as may be reasonably requested in order connection with the Joint Proxy Statement/Prospectus, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to make any regulatory authority (including NYSE) in connection with the statements thereinTransactions. (ii) Any filing of, in light or amendment or supplement to, the Joint Proxy Statement/Prospectus will be mutually prepared and agreed upon by SPAC, PubCo and the Company. PubCo and the Company will advise SPAC, and SPAC will advise PubCo and the Company, as applicable, promptly after receiving notice thereof, of the circumstances under which they were madetime when the Joint Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not misleading; to be unreasonably withheld or omit delayed), any response to state a material fact necessary to correct any statement in an earlier communication comments of the SEC or its staff with respect to the solicitation of proxies for Joint Proxy Statement/Prospectus and any amendment to the Parent Stockholders Meeting which has become false or misleading. Joint Proxy Statement/Prospectus filed in response thereto. (iii) If, at any time prior to the Effective TimeClosing, any event or information should be circumstance relating to SPAC or its officers or directors, is discovered by Parent SPAC which should be set forth in an amendment to the Joint Proxy Statement/Prospectus or a supplement to the Joint Proxy Statement/Prospectus, Parent SPAC shall promptly inform the Company and PubCo. If, at any time prior to the Closing, any event or circumstance relating to the Company. Notwithstanding , an Acquisition Entity, or any of their respective Subsidiaries or their respective officers or directors, is discovered by an Acquisition Entity or the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by Company which is contained should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Company or PubCo, as the case may be, shall promptly inform SPAC. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Joint Proxy Statement/Prospectus describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Joint Proxy Statement/Prospectus. The information relating joint proxy statement and prospectus, letter to stockholders, notice of meeting and form of proxy accompanying the proxy statement and any other soliciting material that will be provided to the Company Stockholders in connection with the solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent included Common Stock in the Registration Statement shall Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (as amended or supplemented, the “Form S-4”), each will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Joint Proxy Statement/Prospectus and the Form S-4, will not, at the time the Joint Proxy Statement/Prospectus is filed with the SEC, at the time the Joint Proxy Statement/Prospectus is first sent to the Company Stockholders, or at the time the Form S-4 is filed and the date it is declared effective by or any post-effective amendment thereto is filed or is declared effective, at the SEC and at all times subsequent thereto time of the Company Stockholder Meeting or the Parent Stockholder Meeting (through and including each, as it may be adjourned or postponed in accordance with the Effective Dateterms hereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information relating to Parent included in the Joint Proxy Statement/Prospectus shall not, on the date or dates the Joint Proxy Statement/Prospectus is first mailed to the stockholders of Parent and the stockholders of Company, at the time of the Parent Stockholders Meeting and the Company Stockholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that notwithstanding the foregoing, no representation or omit to state a material fact necessary to correct any statement in an earlier communication warranty is made by the Company with respect to the solicitation of proxies for the Parent Stockholders Meeting which has become false or misleading. If, at any time prior to the Effective Time, any event or information should be discovered supplied by Parent which should be set forth or Merger Sub or any of their Affiliates, directors, officers, employees, agents or other representatives specifically for inclusion or incorporation by reference in an amendment to the Joint Proxy Statement/Prospectus or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by Company which is contained in the Joint Proxy Statement/ProspectusForm S-4.

Joint Proxy Statement/Prospectus. The information relating (a) As promptly as practicable after the date hereof, Xxxxxxx and Cardiac shall jointly prepare, and Holding Company shall file with the SEC, the Registration Statement. Holding Company shall use commercially reasonable efforts, and each of Xxxxxxx and Cardiac shall each cooperate with Holding Company, to Parent included in have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers. Each of Xxxxxxx and Cardiac shall not, at the time mail the Joint Proxy Statement/Prospectus to its respective stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. Each of Xxxxxxx and Cardiac shall furnish all information concerning it and the holders of its capital stock as reasonably requested by Holding Company for inclusion in the Registration Statement. (b) No filing of, or any amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by Holding Company without providing Xxxxxxx and Cardiac the opportunity to review and comment thereon. Holding Company will advise Xxxxxxx and Cardiac promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company Common Shares issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at all times subsequent thereto (through and including any time prior to the Effective Date)Time any information relating to either party, contain or any untrue statement of their respective Affiliates, officers or directors should be discovered by Xxxxxxx or Cardiac, that should be set forth in an amendment or supplement to the Registration Statement or the Joint Proxy Statement/Prospectus, so that either of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The , the party that discovers such information relating shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to Parent included in the Joint Proxy Statement/Prospectus shall notextent required by Law, on the date or dates the Joint Proxy Statement/Prospectus is first mailed disseminated to the stockholders of Parent Xxxxxxx and the stockholders of CompanyCardiac. (c) Xxxxxxx and Cardiac shall cooperate with one another in (i) determining whether any other action by or in respect of, at the time of the Parent Stockholders Meeting and the Company Stockholders Meeting and at the Effective Timeor filing with, contain any untrue statement of a material fact Governmental Entity is required, or omit to state any material fact actions, consents, approvals or waivers are required to be stated therein or necessary in order obtained from parties to make the statements thereinany material contracts, in light connection with the consummation of the circumstances under which they were madetransactions contemplated hereby and (ii) seeking any such other actions, not misleading; consents, approvals or omit waivers or making any such filings, furnishing information required in connection therewith and seeking promptly to state obtain any such actions, consents, approvals or waivers. Each party shall permit the other party to review any communication given by it to, and shall consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any legal proceeding by a material fact necessary to correct private party, with any statement in an earlier communication with respect other Person, and to the solicitation of proxies for extent permitted by the Parent Stockholders Meeting which has become false applicable Governmental Entity or misleading. Ifother Person, at any time prior give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the Effective Time, any event or information should be discovered by Parent which should be set forth in an amendment to the Joint Proxy Statement/Prospectus or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by Company which is contained in the Joint Proxy Statement/Prospectustransactions contemplated hereby.

Joint Proxy Statement/Prospectus. The information relating to Parent Company included in the Registration Statement joint proxy statement/prospectus on Form S-4 (or such other successor form as may be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Mergers will be registered with the SEC, including any amendments or supplements thereto (the “Joint Proxy Statement/Prospectus”) shall not, at the time the Joint Proxy Statement/Prospectus is declared effective by the SEC and at all times subsequent thereto (through and including the Effective DateTime), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information relating to Parent Company included in the Joint Proxy Statement/Prospectus to be sent to the stockholders of Company in connection with the meeting of the Company stockholders (the “Company Stockholders Meeting”) and to the stockholders of the Parent in connection with the meeting of the Parent’s stockholders (the “Parent Stockholders Meeting”), as may be amended or supplemented shall not, on the date or dates the Joint Proxy Statement/Prospectus is first mailed to the stockholders of Parent Company and the stockholders of CompanyParent, at the time of the Parent Company Stockholders Meeting and the Company Parent Stockholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or omit to state a material fact necessary to correct any statement in an earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or the Parent Stockholders Meeting which has become false or misleading. If, at any time prior to the Effective Time, any event or information should be discovered by Parent Company which should be set forth in an amendment to the Joint Proxy Statement/Prospectus or a supplement to the Joint Proxy Statement/Prospectus, Parent Company shall promptly inform CompanyParent. Notwithstanding the foregoing, Parent Company makes no representation, warranty or covenant with respect to any information supplied by Company Parent which is contained in the Joint Proxy Statement/Prospectus.

Joint Proxy Statement/Prospectus. The information relating to Parent included in Registration Statement; Other ---------------------------------------------------------------- Filings. ------- (a) As promptly as practicable after the Registration Statement shall notexecution of this Agreement, at Target and Acquiror will prepare and file with the time SEC the Joint Proxy Statement/Prospectus is declared effective by and Acquiror will file with the SEC and at all times subsequent thereto (through and including the Effective Date), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary Registration Statement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information relating to Parent included in the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Acquiror and Target shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the Registration Statement or any Other Filings (as defined below). Without limiting the foregoing, Target shall notas promptly as practicable provide to Acquiror upon its request all financial information pertaining to Target reasonably necessary or advisable in connection with the foregoing, on including the date or dates necessary information to conform Target's financial information to Acquiror's accounting policies and reporting format. (c) Each of Target and Acquiror will respond to any comments of the SEC and any other Governmental Entity, and Acquiror will use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act, as promptly as practicable after such filing. Each of Target and Acquiror will cause the Joint Proxy Statement/Prospectus is first to be mailed to the its respective stockholders of Parent and the stockholders of Company, at the earliest practicable time after the Registration Statement is declared effective by the SEC. (d) Each of Target and Acquiror will notify the Parent Stockholders Meeting other promptly upon the receipt of any comments from the SEC or its staff or any other Government Entity and of any request by the Company Stockholders Meeting and at the Effective Time, contain SEC or its staff or any untrue statement of a material fact other Government Entity for amendments or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or omit to state a material fact necessary to correct any statement in an earlier communication with respect supplements to the solicitation of proxies for the Parent Stockholders Meeting which has become false or misleading. IfRegistration Statement, at any time prior to the Effective Time, any event or information should be discovered by Parent which should be set forth in an amendment to the Joint Proxy Statement/Prospectus or a any Other Filing or for additional information, and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other Government Entity, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any Other Filing. (e) Each of Target and Acquiror will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.5 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, Parent shall the Registration Statement or any Other Filing, Target or Acquiror, as the case may be, will promptly inform Company. Notwithstanding the foregoingother of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, Parent makes no representationand/or mailing to stockholders of Target and Acquiror, warranty such amendment or covenant supplement. (f) Subject to Section 7.1(g), Target's obligation to call, give notice of, convene and hold the Target Stockholders' Meeting in accordance with this Section 5.5 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to Target of any Target Acquisition Proposal (as defined in Section 5.7), or by any withdrawal, amendment or modification of the recommendation of the Target Board of Directors with respect to the Merger. (g) Subject to Sections 7.1(f) and 7.1(j), Acquiror's obligation to call, give notice of, convene and hold the Acquiror Stockholders' Meeting in accordance with this Section 5.5 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to Acquiror of any information supplied Acquiror Superior Offer (as defined in Section 5.8(c)), or by Company which is contained any withdrawal, amendment or modification of the recommendation of the Acquiror Board of Directors with respect to the Merger. (h) Each party will give the other party a reasonable opportunity to participate in the Joint Proxy Statement/Prospectusdefense of any shareholder litigation against such party and its directors relating to the transactions contemplated hereby; provided, however, that (i) the foregoing shall not require either party to take any such action which would be reasonably likely to jeopardize such party's attorney-client privilege and (ii) the party to this Agreement that is the defendant in such litigation shall control such litigation.