Common use of Preparation and Delivery of Additional Company Financial Statements Clause in Contracts

Preparation and Delivery of Additional Company Financial Statements. The Company shall use its reasonable best efforts to deliver, as promptly as reasonably practicable, to SPAC any audited or unaudited, as applicable, consolidated balance sheet of the Group Companies and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six (6)-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions (collectively with the financial statements in Section 6.08, the “Additional Financial Statements”). Any audited Additional Financial Statements required to be included in the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus or any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions shall be audited in accordance with the standards of the PCAOB and comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. Upon delivery of such Additional Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to such Additional Financial Statements with the same force and effect as if made as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. The Company shall use its reasonable best efforts to deliver, as (a) As promptly as reasonably practicablepracticable after the execution of this Agreement, the Target Companies shall deliver to SPAC any true, correct and complete copies of (i) the audited or unaudited, as applicable, consolidated combined balance sheet of the Group Companies sheets and consolidated statements of comprehensive incomeoperations, statements of changes in shareholdersowners’ equity and statements of cash flows of the Target Company Group Companies as of and for the year-to-date period years ended as of the end of any other different fiscal quarter (December 31, 2022 and as of and for the same period from the previous fiscal year)December 31, six (6)-month period (and as of and for the same period from the previous fiscal year) or fiscal year2021, as applicable, that is required to be included in the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC together with the SEC auditor’s report thereon and a signed audit opinion, in connection each case, which comply with the Transactions (collectively applicable accounting requirements and with the financial statements in Section 6.08, the “Additional Financial Statements”). Any audited Additional Financial Statements required to be included in the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus or any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions shall be audited in accordance with the standards of the PCAOB and comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. Upon registrant (collectively, the “PCAOB Financial Statements”); provided, that upon delivery of such Additional PCAOB Financial Statements, such financial statements shall be deemed “Closing Company Financial Statements” for the representations purposes of this Agreement and warranties the provisions set forth in Section 4.08 7.3(c) shall be deemed to apply to such Additional PCAOB Financial Statements with the same force and effect as if made as of the date of this Agreement, (ii) all selected financial data of the Target Companies required by Item 301 of Regulation S-K, as necessary for inclusion in the Proxy Statement/Registration Statement and the Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement; and (iii) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the SEC as necessary for inclusion in the Proxy Statement/Registration Statement and the Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement (including pro forma financial information).

Preparation and Delivery of Additional Company Financial Statements. The To the extent required the Registration Statement and/or the Proxy Statement, and the Nasdaq Listing Application, or as may otherwise by required by any Governmental Authority in connection with the Transactions, the Company shall use its reasonable best efforts to deliver, as promptly as reasonably practicable, prepare and deliver to SPAC any true, correct and complete copies of (i) the audited or unaudited, as applicable, consolidated balance sheet financial statements of the Group Companies Company and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies its Subsidiaries as of and for the year-to-date period year ended as December 31, 2022, comprised of (A) an audited consolidated balance sheet, (B) an audited consolidated statement of operations, (C) an audited consolidated statement of cash flows, together with the Company Auditor’s report thereon and which shall be materially consistent with the Audited Financial Statements, and (ii) any unaudited consolidated financial statements, condensed or summary financial statements of the end of any other different fiscal quarter (Company and as of and for the same period from the previous fiscal year)its Subsidiaries, six (6)-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, pro forma financial statements that is are required to be included in the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus for purposes of Regulation S-X of the Securities Act, and in any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions (collectively with the financial statements in Section 6.08together clauses (i) and (ii), the “Additional Financial Statements”). Any audited Such Additional Financial Statements required to be included in the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus or any other filings to be made by the Company or SPAC shall comply with the SEC in connection applicable accounting requirements and with the Transactions shall be audited in accordance with the standards of the PCAOB and comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. Upon delivery of such Additional Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to such Additional Financial Statements with the same force and effect as if made as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. The (a) As soon as reasonably practicable following the date of this Agreement, the Company shall use its reasonable best efforts deliver to deliver, as promptly as reasonably practicable, to SPAC any Acquiror (i) audited or unaudited, as applicable, consolidated balance sheet of the Group Companies sheets and consolidated statements of operations, comprehensive incomeloss, of changes in shareholdersstockholders’ equity and of cash flows of the Group Companies Company and its Subsidiaries as of and for the year-to-date period years ended as December 31, 2020 and December 31, 2019 and (ii) the unaudited consolidated balance sheets and statements of profit and loss and cash flows of the end of any other different fiscal quarter (Company and its Subsidiaries as of and for the same three-month period from the previous fiscal year)ended March 31, six (6)-month period (and as of and for the same period from the previous fiscal year) or fiscal year2021, as applicablein each case, that is required to be included in the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions (collectively with the financial statements in Section 6.08, the “Additional Financial Statements”). Any audited Additional Financial Statements required to be included in the Registration Statement, the Proxy Statement or the Proxy Statement/Prospectus or any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions shall be audited in accordance with the standards of required by the PCAOB Public Company Accounting Oversight Board, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. Upon registrant (the “Updated Financial Statements”); provided, that upon delivery of such Additional Updated Financial Statements, such financial statements shall be deemed “Audited Financial Statements” and “Interim Financial Statements”, as the representations case may be, for the purposes of this Agreement and the representation and warranties set forth in Section 4.08 4.8(a) shall be deemed to apply to such Additional Audited Financial Statements and Interim Financial Statements with the same force and effect as if made as of the date of this Agreement.