Common use of Preparation of Proxy Statement Registration Statement Shareholders Meeting and Approvals Clause in Contracts

Preparation of Proxy Statement Registration Statement Shareholders Meeting and Approvals. (a) Registration Statement and Prospectus. (i) As promptly as practicable after the execution of this Agreement, (x) the Parties shall jointly prepare and PubCo shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the HCM Shareholders relating to the HCM Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) PubCo shall prepare (with HCM’s reasonable cooperation (including causing its representatives to cooperate)) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of PubCo Ordinary Shares that are included in the Merger Rights (collectively, the “Registration Statement Securities”). Each Party shall use its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to 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 transactions contemplated hereby. PubCo also agrees to 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 hereby, and HCM shall furnish all information concerning HCM as may be reasonably requested in connection with any such action. Each Party agrees to furnish to the other Parties all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Registration Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of and Party or its respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). HCM will cause the Proxy Statement to be mailed to the HCM Shareholders in each case promptly after the Registration Statement is declared effective under the Securities Act. (ii) To the extent not prohibited by Law, PubCo will advise HCM, reasonably promptly after PubCo receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the PubCo Ordinary Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, HCM and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any Offer Document each time before any such document is filed with the SEC, and PubCo shall give reasonable and good faith consideration to any comments made by HCM and its counsel. To the extent not prohibited by Law, PubCo shall provide HCM and its counsel with (A) any comments or other communications, whether written or oral, that PubCo or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Registration Statement or Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of PubCo to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given) including by being given the opportunity to participate with PubCo or its counsel in any discussions or meetings with the SEC (to the extent permitted by the SEC). (iii) Each Party shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at each time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, on the date of any filing of the Proxy Statement with the SEC, on the date it is first mailed to the HCM Shareholders and at the time of the HCM Shareholders’ Meeting, 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. (iv) If at any time prior to the Effective Time any information relating to any Party or any of its respective Subsidiaries, Affiliates, directors or officers is discovered by a Party, which is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the HCM Shareholders.

Preparation of Proxy Statement Registration Statement Shareholders Meeting and Approvals. (a) Registration Statement and Prospectus. (i) As promptly as practicable after the execution of this Agreement, (x) the Parties shall jointly prepare and PubCo shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the HCM Shareholders relating to the HCM Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) PubCo shall prepare (with HCM’s reasonable cooperation (including causing its representatives to cooperate)) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of PubCo Ordinary Shares that are included in the Merger Rights Shares (collectively, the “Registration Statement Securities”). Each Party shall use its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to 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 transactions contemplated hereby. PubCo also agrees to 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 hereby, and HCM shall furnish all information concerning HCM as may be reasonably requested in connection with any such action. Each Party agrees to furnish to the other Parties all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Registration Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of and Party or its respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). HCM will cause the Proxy Statement to be mailed to the HCM Shareholders in each case promptly after the Registration Statement is declared effective under the Securities Act. (ii) To the extent not prohibited by Law, PubCo will advise HCM, reasonably promptly after PubCo receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the PubCo Ordinary Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, HCM and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any Offer Document each time before any such document is filed with the SEC, and PubCo shall give reasonable and good faith consideration to any comments made by HCM and its counsel. To the extent not prohibited by Law, PubCo shall provide HCM and its counsel with (A) any comments or other communications, whether written or oral, that PubCo or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Registration Statement or Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of PubCo to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given) including by being given the opportunity to participate with PubCo or its counsel in any discussions or meetings with the SEC (to the extent permitted by the SEC). (iii) Each Party shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at each time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, on the date of any filing of the Proxy Statement with the SEC, on the date it is first mailed to the HCM Shareholders and at the time of the HCM Shareholders’ Meeting, 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. (iv) If at any time prior to the Effective Time any information relating to any Party or any of its respective Subsidiaries, Affiliates, directors or officers is discovered by a Party, which is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the HCM Shareholders.

Preparation of Proxy Statement Registration Statement Shareholders Meeting and Approvals. (a) Registration Statement and Prospectus. (i) As promptly as practicable after the execution of this AgreementAgreement and receipt of the PCAOB Audited Financials, (x) Acquiror and the Parties Company shall jointly prepare and PubCo Acquiror shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the HCM Acquiror Shareholders relating to the HCM Acquiror Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) ), and (y) PubCo Acquiror shall prepare (with HCMthe Company’s reasonable cooperation (including causing its Subsidiaries and representatives to cooperate)) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of PubCo Ordinary Shares that are included (A) the shares of Domesticated Acquiror Common Stock, Domesticated Acquiror Warrants and units comprising such to be issued in exchange for the issued and outstanding shares of Acquiror Class A Common Stock and Acquiror Common Warrants and units comprising such, respectively, in the Domestication, and (B) the shares of Domesticated Acquiror Common Stock that constitute the Aggregate Merger Rights Consideration (collectively, the “Registration Statement Securities”). Each Party of Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to 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 transactions contemplated hereby. PubCo Acquiror also agrees to 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 hereby, and HCM the Company shall furnish all information concerning HCM the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each Party of Acquiror and the Company agrees to furnish to the other Parties party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Registration Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of and Party Acquiror, the Company or its their respective Subsidiaries to any regulatory authority (including the NYSE or Nasdaq, as applicable) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). HCM Acquiror will cause the Proxy Statement/Registration Statement to be mailed to the HCM Acquiror Shareholders in each case promptly after the Registration Statement is declared effective under the Securities Act. (ii) To the extent not prohibited by Law, PubCo Acquiror will advise HCMthe Company, reasonably promptly after PubCo Acquiror receives notice thereof, of the time when the Proxy Statement/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the PubCo Ordinary Shares Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, HCM the Company and its their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any Offer Document each time before any such document is filed with the SEC, and PubCo Acquiror shall give reasonable and good faith consideration to any comments made by HCM the Company and its counsel. To the extent not prohibited by Law, PubCo Acquiror shall provide HCM the Company and its their counsel with (Ai) any comments or other communications, whether written or oral, that PubCo Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Registration Statement or Offer Documents promptly after receipt of those comments or other communications and (Bii) a reasonable opportunity to participate in the response of PubCo Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given) ), including by being given participating with the opportunity to participate with PubCo Company or its counsel in any discussions or meetings with the SEC (to the extent permitted by the SEC). (iii) Each Party of Acquiror and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at each the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, on the date of any filing of the Proxy Statement with the SEC, on the date it is first mailed to the HCM Shareholders and at the time of the HCM Shareholders’ Meeting, 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. (iv) If at any time prior to the Effective Time any information relating to any Party or any of its respective Subsidiaries, Affiliates, directors or officers is discovered by a Party, which is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the HCM Shareholders.or

Preparation of Proxy Statement Registration Statement Shareholders Meeting and Approvals. (a) Registration Statement and Prospectus. (i) As promptly as practicable after following the execution and delivery of this AgreementAgreement and the receipt by Swiss NewCo and Acquiror of the PCAOB Financial Statements and the Q3 2021 Financial Statements, (x) the Parties Swiss NewCo and Acquiror shall jointly prepare and PubCo shall file prepare, with the SECassistance of the Company, mutually acceptable materials which shall include the proxy statement and cause to be filed with the SEC by Swiss NewCo a registration statement on Form F-1 (as part of amended or supplemented from time to time, and including the Registration Proxy Statement and sent to the HCM Shareholders relating to the HCM Shareholders’ Meeting (such proxy statement, together with any amendments or supplements theretocontained therein, the “Proxy Registration Statement”) and (y) PubCo shall prepare (with HCM’s reasonable cooperation (including causing its representatives to cooperate)) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of PubCo Ordinary the Swiss NewCo Class B Shares that are included in to be issued under this Agreement as the Merger Rights Consideration and the Swiss NewCo Warrants (collectively, and the “Registration Statement Securities”Swiss NewCo Class B Shares issuable upon exercise thereof). Each Party of Acquiror and the Company shall use its commercially reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to 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 transactions contemplated herebyAcquisition Transactions. PubCo also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits Each of Acquiror and approvals required to carry out the transactions contemplated hereby, and HCM Company shall furnish all information concerning HCM it as may reasonably be reasonably requested by the other party in connection with any such action. Each Party agrees to furnish to actions and the other Parties all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with preparation of the Proxy Statement/Registration Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of and Party or its respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). HCM will cause the Proxy Statement to be mailed to the HCM Shareholders in each case promptly Promptly after the Registration Statement is declared effective under the Securities Act, Acquiror will cause the Proxy Statement to be mailed to shareholders of Acquiror. Swiss NewCo and the Company shall pay all fees and expenses incurred in connection with the preparation and filing of the Registration Statement and the receipt of stock exchange approval in connection with the listing of Swiss NewCo Class B Shares to be issued as Merger Consideration and the Swiss NewCo Warrants (and the Swiss NewCo Class B Shares issuable upon exercise thereof), other than fees and expenses of advisors (which shall be borne by the party incurring such fees). (iib) To Each of Acquiror, Swiss NewCo and the extent Company shall cooperate and mutually agree upon (such agreement not prohibited by Lawto be unreasonably withheld, PubCo will advise HCM, reasonably promptly after PubCo receives notice thereof, conditioned or delayed) any response to comments of the time when SEC or its staff with respect to the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the PubCo Ordinary Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, HCM and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any Offer Document each time before amendment to the Registration Statement filed in response thereto. If Acquiror, Swiss NewCo or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such document is party shall promptly inform the other parties and (ii) Acquiror, on the one hand, and the Company and Swiss NewCo, on the other hand, shall reasonably cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Registration Statement. Acquiror, Swiss NewCo and the Company shall use commercially reasonable efforts to cause the Registration Statement as so amended or supplemented, to be filed with the SECSEC and to be disseminated to the holders of shares of Acquiror Common Stock pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Acquiror’s Governing Documents. Each of the Company, Swiss NewCo and Acquiror shall provide the other parties with copies of any written comments, and PubCo shall give reasonable and good faith consideration to inform such other parties of any comments made by HCM and its counsel. To the extent not prohibited by Law, PubCo shall provide HCM and its counsel with (A) any comments or other communications, whether written or oraloral comments, that PubCo or its counsel may receive from time to time Swiss NewCo receives from the SEC or its staff with respect to the Proxy Statement/Registration Statement or Offer Documents promptly after the receipt of those such comments or and shall give the other communications and (B) Parties a reasonable opportunity to participate in review and comment on any proposed written or oral responses to such comments prior to responding to the response of PubCo to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given) including by being given the opportunity to participate with PubCo SEC or its counsel in any discussions or meetings with the SEC (to the extent permitted by the SEC)staff. (c) Acquiror and Swiss NewCo agree to include provisions in the Proxy Statement and to take reasonable action related thereto, with respect to (i) approval of the Transactions, including the Business Combination (as defined in the Acquiror’s Governing Documents) and the adoption and approval of this Agreement (the “Transaction Proposal”), (ii) adjournment of the special meeting (the “Acquiror Shareholders’ Meeting”), if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (the “Adjournment Proposal”) and (iii) Each Party shall ensure that none approval of any other proposals required by applicable securities Laws or the NYSE or Nasdaq listing rules or reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the Transactions (the “Additional Proposal” and together with the Transaction Proposal and the Adjournment Proposal, the “Transaction Proposals”). Without the prior written consent of the information supplied Company, the Transaction Proposals shall be the only matters (other than procedural matters) which Acquiror shall propose to be voted on by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, Acquiror Shareholders at the time Acquiror Shareholders’ Meeting. (d) Acquiror shall use commercially reasonable efforts to, as promptly as practicable after the Registration Statement is filed with the SEC, at each time at which it is amended and at each time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein(i) duly call, or necessary to make give notice of, convene and hold the statements therein, not misleading or (B) the Proxy Statement will, on the date of any filing of the Proxy Statement with the SEC, on the date it is first mailed to the HCM Shareholders and at the time of the HCM Acquiror Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required (ii) cause the Proxy Statement to be stated therein or necessary disseminated to Acquiror Shareholders in order compliance with applicable Law and (iii) solicit proxies from the holders of Acquiror Common Stock to make vote in accordance with the statements therein, in light recommendation of the circumstances under Acquiror Board with respect to each of the Transaction Proposals. Acquiror shall, through the Acquiror Board, recommend to its stockholders that they approve the Transaction Proposals (the “Acquiror Board Recommendation”) and shall include the Acquiror Board Recommendation in the Proxy Statement. The Acquiror Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Acquiror Board Recommendation (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Acquiror described in the Recitals hereto, a “Modification in Recommendation”). Acquiror may postpone the Acquiror Shareholders’ Meeting, or adjourn the Acquiror Shareholders’ Meeting opened in accordance with the Acquiror’s Governing Documents, on one or more occasions for up to twenty (20) Business Days in the aggregate after the date for which they are madethe Acquiror Shareholders’ Meeting was originally scheduled upon the good faith determination by the Acquiror Board that such postponement or adjournment, as the case may be, is necessary to (i) solicit additional proxies to obtain the Acquiror Shareholder Approval, (ii) obtain a quorum if one is not misleading. (iv) If present at any time prior to the Effective Time then scheduled Acquiror Shareholders’ Meeting, (iii) ensure that any information relating to any Party supplement or any of its respective Subsidiaries, Affiliates, directors or officers is discovered by a Party, which is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect is required by applicable Law is provided to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed Acquiror Shareholders with the SEC and, adequate time for review prior to the extent required by LawAcquiror Shareholders’ Meeting, disseminated to the HCM Shareholdersor (iv) otherwise take actions consistent with Acquiror’s obligations under Section 9.3.