Common use of Parent Registration Statement Clause in Contracts

Parent Registration Statement. (a) As promptly as practicable following the date of this Agreement Parent shall prepare and, not later than ten (10) Business Days after receiving from the Company all information relating to the Company reasonably necessary to prepare the Parent Registration Statement, Parent will file with the SEC the Parent Registration Statement relating to the registration of the shares of HoldCo Common Stock to be issued to the stockholders of Parent and the Company. The Registration Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and other applicable Laws. The Company shall provide to Parent all information, including certificates or other statements, concerning the Company as may be reasonably requested by Parent in connection with the Parent Registration Statement and shall otherwise assist and cooperate with Parent in the preparation of the Parent Registration Statement and resolution of any comments referred to below; provided, that Parent shall (x) provide the Company with a reasonable opportunity to review and comment on any drafts of the Parent Registration Statement and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. (b) Parent agrees that none of the information to be included or incorporated by reference in the Parent Registration Statement will, at the date it is first mailed to the shareholders of Parent or at the time of the Parent Shareholders Meeting or at the time of any amendment or supplement thereof, 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 are made, not misleading; provided, however, that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of the Company or any Affiliate of the Company in connection with the preparation of the Parent Registration Statement for inclusion or incorporation by reference therein. The Company hereby covenants and agrees that none of the information to be supplied by or on behalf of the Company or any Affiliate thereof for inclusion or incorporation by reference in the Parent Registration Statement shall, at the date it is first mailed to the shareholders of Parent or at the time of the Parent Shareholders Meeting or at the time of any amendment or supplement thereof, 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 are made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by any Parent Entity or any Affiliate thereof in connection with the preparation of the Parent Registration Statement for inclusion or incorporation by reference therein. Subject to compliance with this Section 5.5 by the Company, Parent shall use its reasonable best efforts to ensure that the Parent Registration Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. (c) Parent shall use reasonable best efforts to (i) respond to any comments on the Parent Registration Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) have the Parent Registration Statement cleared by the SEC as promptly as practicable following its filing with the SEC, (iii) in consultation with the Company, set a record date for the Parent Shareholders Meeting and (iv) cause the Parent Registration Statement to be mailed to the shareholders of Parent as promptly as practicable after the SEC confirms that it has no further comments on the Parent Registration Statement. Parent shall promptly (A) notify the Company upon the receipt of any such comments or requests and (B) provide the Company with copies of all correspondence relating to the Parent Registration Statement between Parent and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Before responding to any such comments or requests or the filing or mailing of the Parent Registration Statement, Parent (x) shall provide the Company with a reasonable opportunity to review and comment on any drafts of the Parent Registration Statement and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. (d) The Parent Registration Statement shall include the Parent Board Recommendation unless the Parent Board has made a Parent Adverse Recommendation Change in accordance with Section 5.4 of this Agreement. The Parent Registration Statement shall not, when sent to Parent’s shareholders, contain any other proposal or request for shareholder approval of a Takeover Proposal other than the Requisite Parent Vote. (e) Parent and the Company shall reasonably cooperate in good faith and use its respective reasonable best efforts to cause the shares of HoldCo Common Stock to be issued in the Transactions to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, to the extent applicable.

Parent Registration Statement. (aAttached hereto as Schedule 3.4(j) As promptly as practicable following is a true and complete copy of the date most recent registration statement on Form S-1 of this Agreement Parent shall prepare and, not later than ten (10) Business Days after receiving from the Company all information relating submitted to the Company reasonably necessary SEC, and all other documents submitted to, filed or furnished to prepare the SEC by Parent in connection with a potential SFX Qualified IPO (collectively, the “Parent Registration Statement, ”). The Parent will file Registration Statement has complied with as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder applicable to the Parent Registration, and he financial statements of Parent included in the Parent Registration Statement relating to the registration of the shares of HoldCo Common Stock to be issued to the stockholders of Parent and the Company. The Registration Statement shall comply as to form in all material respects with the applicable provisions published rules and regulations of the Securities Act and SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the Exchange Act and other applicable Laws. The Company shall provide to Parent all information, including certificates or other statements, concerning the Company periods indicated (except as may be reasonably requested by indicated in the notes thereto, except in the case of pro forma statements) and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, in connection with the case of unaudited statements, normal and recurring year-end audit adjustments). The Parent Registration Statement and shall otherwise assist and cooperate with Parent in the preparation of the Parent Registration Statement and resolution of Statement, including any comments referred to below; providedfinancial statements, that Parent shall (x) provide the Company with a reasonable opportunity to review and comment on any drafts of the Parent Registration Statement and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. (b) Parent agrees that none of the information to be schedules or exhibits included or incorporated by reference in the Parent Registration Statement will, at the date it is first mailed to the shareholders of Parent or therein at the time they were submitted (or, if amended or superseded by a subsequent filing, as of the Parent Shareholders Meeting or at date of the time of any last such amendment or supplement thereofsuperseding filing prior to the date hereof), contain did not contained any untrue statement of a material fact or omit nor omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf . As of the Company or any Affiliate date hereof and as of the Company in connection with the preparation Closing Date, Parent is not aware of the Parent Registration Statement for inclusion or incorporation by reference therein. The Company hereby covenants and agrees any facts that none of the information would reasonably be expected to cause it to be supplied by or on behalf of the Company or any Affiliate thereof for inclusion or incorporation by reference in the Parent Registration Statement shall, at the date it is first mailed ineligible to the shareholders of Parent or at the time of the Parent Shareholders Meeting or at the time of any amendment or supplement thereof, 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 are made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by any Parent Entity or any Affiliate thereof in connection with the preparation of the Parent Registration Statement for inclusion or incorporation by reference therein. Subject to compliance with this Section 5.5 by the Company, Parent shall use its reasonable best efforts to ensure that the Parent Registration Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. (c) Parent shall use reasonable best efforts to (i) respond to any comments on the Parent Registration Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) have the Parent Registration Statement cleared declared effective by the SEC as promptly as practicable following its filing with the SEC, (iii) in consultation with the Company, set a record date for the Parent Shareholders Meeting and (iv) cause the Parent Registration Statement to be mailed to the shareholders of Parent as promptly as practicable after the SEC confirms that it has no further comments on the Parent Registration Statement. Parent shall promptly (A) notify the Company upon the receipt of any such comments or requests and (B) provide the Company with copies of all correspondence relating to the Parent Registration Statement between Parent and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Before responding to any such comments or requests or the filing or mailing of the Parent Registration Statement, Parent (x) shall provide the Company with a reasonable opportunity to review and comment on any drafts of the Parent Registration Statement and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. (d) The Parent Registration Statement shall include the Parent Board Recommendation unless the Parent Board has made a Parent Adverse Recommendation Change in accordance with Section 5.4 of this Agreement. The Parent Registration Statement shall not, when sent to Parent’s shareholders, contain any other proposal or request for shareholder approval of a Takeover Proposal other than the Requisite Parent Vote. (e) Parent and the Company shall reasonably cooperate in good faith and use its respective reasonable best efforts to cause the shares of HoldCo Common Stock to be issued in the Transactions to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, to the extent applicable.

Parent Registration Statement. (a) As promptly as practicable following the date the Financing is obtained pursuant to Section 5.21, but in no event after the later of the (i) 45th day following the date of this Agreement and (ii) 10th day following the date the Financing is obtained, so long as Parent shall prepare and, not later than ten (10) Business Days after receiving has received from the Company all information relating to the Company reasonably necessary to prepare the Parent Registration Statement, including, but not limited to, the Company’s audited financial statements for the year ended December 31, 2023, Parent shall prepare and, will file with the SEC SEC, the Parent Registration Statement relating to the registration of the shares of HoldCo Parent Common Stock to be issued to the stockholders of Parent and the Company, including the Proxy Statement portion thereof relating, among other things, to the proposals to be voted on at the Parent Stockholders Meeting. The Parent Registration Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and other applicable Laws. The Company shall provide to Parent all informationinformation in its possession, including certificates or other statements, concerning the Company as may be reasonably requested by Parent in connection with the Parent Registration Statement and shall otherwise reasonably assist and cooperate with Parent in the preparation of the Parent Registration Statement and resolution of any comments referred to below; provided, that Parent shall (x) provide the Company with a reasonable opportunity to review and comment on any drafts of the Parent Registration Statement and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. Parent shall, if required by the SEC, include a written opinion in the Registration Statement, dated as of such date as may be required by the SEC in connection with the filing of the Parent Registration Statement, to the effect that the Merger will qualify for the Intended Tax Treatment. (b) Parent agrees that none of the information to be included or incorporated by reference in the Parent Registration Statement, and any pro forma financial statements included in the Parent Registration Statement will, at the date it is first mailed to the shareholders stockholders of Parent or at the time of the Parent Shareholders Stockholders Meeting or at the time of any amendment or supplement thereofof the Parent Registration Statement and any pro forma financial statements, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in such documents or necessary in order to make the statements thereincontained in such documents, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein in the Parent Registration Statement to the extent based on information supplied by or on behalf of the Company or any Affiliate of the Company in connection with the preparation of the Parent Registration Statement for inclusion or incorporation by reference thereinin the Parent Registration Statement. The Company hereby covenants and agrees that none of the information to be supplied by or on behalf of the Company or any Affiliate thereof of the Company for inclusion or incorporation by reference in the Parent Registration Statement shall, at the date it is first mailed to the shareholders stockholders of Parent or at the time of the Parent Shareholders Stockholders Meeting or at the time of any amendment or supplement thereof, of the Parent Registration Statement contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in such document or necessary in order to make the statements thereincontained in such document, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein in the Parent Registration Statement to the extent based on information supplied by any Parent Entity or any Affiliate thereof of a Parent Entity in connection with the preparation of the Parent Registration Statement for inclusion or incorporation by reference in such document. If, at any time prior to the Parent Stockholder Meeting, any information relating to Parent and its Affiliates, officers or directors, should be discovered by Parent, on the one hand, or the Company, on the other hand, that should be set forth in an amendment or supplement to the Parent Registration Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and Parent shall promptly prepare and file with the SEC an appropriate amendment or supplement describing such information. Subject to compliance with this Section 5.5 5.06 by the Company, Parent shall use its reasonable best efforts to ensure that the Parent Registration Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder under the Exchange Act, and to satisfy satisfies all rules of Nasdaq. (c) Parent shall use its reasonable best efforts to (i) respond to any comments on the Parent Registration Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests, (ii) have cause the Parent Registration Statement cleared to be declared effective by the SEC as promptly as practicable following its filing with the SEC, (iii) in consultation with the Company, set a record date for the Parent Shareholders Meeting Stockholders Meeting, and (iv) cause the Parent Registration Statement to be mailed to the shareholders stockholders of Parent as promptly as practicable after it is declared effective by the SEC confirms that it has no further comments on the Parent Registration Statement. Parent shall promptly SEC. (Ad) notify the Company upon the receipt of any such comments No filing of, or requests and (B) provide the Company with copies of all correspondence relating amendment or supplement to the Parent Registration Statement between will be made by Parent or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Parent and its Representativesthe Company each will advise the other, on promptly after they receive notice thereof, of the one handtime when the Parent Registration Statement has become effective or any supplement or amendment has been filed, and of the SEC and its staffissuance of any stop order, on of the other hand. Before responding to any such comments or requests or suspension of the filing or mailing qualification of the Parent Registration StatementCommon Stock to be issued in connection with this Agreement for offering or sale in any jurisdiction, Parent (x) shall provide or of any request by the Company with a reasonable opportunity to review and comment on any drafts SEC for amendment of the Parent Registration Statement or comments thereon and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed responses thereto or requests by the CompanySEC for additional information. Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Parent Registration Statement and any amendment to the Parent Registration Statement filed in response thereto. (de) The Parent Registration Statement shall include the Parent Board Recommendation unless the Parent Board has made a Parent Adverse Recommendation Change in accordance with Section 5.4 5.05 of this Agreement. The Parent Registration Statement shall not, when sent to Parent’s shareholdersstockholders, contain any other proposal or request for shareholder stockholder approval of a Takeover Proposal other than the Requisite Parent Vote. (ef) Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent in good faith and use its respective reasonable best efforts faith, to cause the shares of HoldCo Parent Common Stock to be being issued in the Transactions to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date. Parent shall also use its reasonable best efforts to obtain obtain, and the Company shall reasonably cooperate in good faith with Parent to assist Parent in obtaining, all necessary state securities law or “blue sky” permits and approvals required necessary to carry out ensure that the transactions contemplated by this Agreement, Parent Common Stock to be issued in the Transactions (to the extent applicablerequired) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the applicable record date.