Common use of Preparation of Proxy Statement/Registration Statement Clause in Contracts

Preparation of Proxy Statement/Registration Statement. (a) As promptly as practicable after the execution of this Agreement (provided that the Seller has provided to the Acquirors all of the information described in Section 7.02(d) hereof), (i) the Acquirors shall prepare and file with the SEC materials that shall include the proxy statement/prospectus to be filed with the SEC as part of the Registration Statement and sent to the shareholders of the Parent Acquiror relating to the Acquiror Shareholders Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement”) and (ii) the Acquirors shall prepare (with the Seller’s reasonable cooperation) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Ordinary Shares to be issued in connection with the Domestication and the Transactions. The Acquirors shall use commercially reasonable efforts to cause the Registration Statement and the Proxy 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. The Parent Acquiror shall set a record date (the “Acquiror Record Date”) for determining the shareholders of the Parent Acquiror entitled to attend the Acquiror Shareholders Meeting. The Acquirors also agree to use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Transactions, and the Seller shall furnish all information concerning the Acquired Companies and any of their respective shareholders as may be reasonably requested in connection with any such action. The Acquirors will cause the Proxy Statement to be mailed to each shareholder who was a shareholder of the Parent Acquiror as of the Acquiror Record Date promptly after the Registration Statement is declared effective under the Securities Act.

Preparation of Proxy Statement/Registration Statement. (ai) As promptly as practicable after the execution of this Agreement (provided that the Seller has provided to the Acquirors all of the information described in Section 7.02(d) hereof)Agreement, (i1) Acquiror and the Acquirors Company shall jointly prepare and Acquiror shall file with the SEC SEC, mutually acceptable materials that which shall include the proxy statement/prospectus statement to be filed with the SEC as part of the Registration Statement and sent to the shareholders of the Parent Acquiror Shareholders relating to the Acquiror Shareholders Shareholders’ Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement”) ), and (ii2) the Acquirors Acquiror shall prepare (with the SellerCompany’s reasonable cooperationcooperation (including using commercially reasonable efforts to cause its Subsidiaries and Representatives to cooperate)) and file with the SEC a registration statement on Form S-4, or other appropriate form (such registration statement, including any pre-effective or post-effective amendments or supplements thereto, the “Registration Statement”), in which the Proxy Statement will be included as a prospectusprospectus (collectively, the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of (A) the Parent Ordinary Shares shares of Domesticated Acquiror Class A Stock and Domesticated Acquiror Warrants to be issued in connection with exchange for the Domestication issued and outstanding Acquiror Class A Shares and Acquiror Warrants, respectively, in the Domestication, and (B) the shares of Surviving Corporation Common Stock that constitute the Aggregate Closing Date Merger Consideration. Each of Acquiror and the Transactions. The Acquirors Company shall use commercially its reasonable best efforts to cause the Proxy Statement/Registration Statement and the Proxy 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 Transactionstransactions contemplated hereby. The Parent Acquiror shall set a record date (the “Acquiror Record Date”) for determining the shareholders of the Parent Acquiror entitled to attend the Acquiror Shareholders Meeting. The Acquirors also agree agrees to use commercially its reasonable best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions contemplated hereby, and the Seller Company shall furnish all information concerning the Acquired Companies Company, its Subsidiaries and any of their respective shareholders members or stockholders as may be reasonably requested in connection with any such action. The Acquirors Each of Acquiror and the Company agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders and other equityholders, as applicable, 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, any response to comments of the SEC, 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 Acquiror, the Company or its Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). Acquiror will cause the Proxy Statement/Registration Statement to be mailed to each shareholder who was a shareholder of the Parent Acquiror as of the Acquiror Record Date Shareholders promptly after the Registration Statement is declared effective under the Securities Act.

Preparation of Proxy Statement/Registration Statement. (a) As promptly as practicable after the execution of this Agreement (provided that the Seller has provided to the Acquirors all of the information described in Section 7.02(d) hereof)Agreement, (ix) Acquiror and the Acquirors Company shall jointly prepare and Acquiror shall file with the SEC SEC, mutually acceptable materials that which shall include the proxy statement/prospectus statement to be filed with the SEC as part of the Registration Statement and sent to the shareholders of the Parent Acquiror Shareholders relating to the Acquiror Shareholders Shareholders’ Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement”) ), and (iiy) the Acquirors Acquiror shall prepare (with the SellerCompany’s reasonable cooperationcooperation (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 prospectusprospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of (A) the Parent Ordinary Shares shares of Delaware Acquiror Common Stock and Delaware Acquiror Warrants to be issued in connection with exchange for the Domestication issued and outstanding shares of Acquiror Class A Common Stock and Cayman Acquiror Warrants and units comprising such in the Domestication, and (B) the shares of Delaware Acquiror Common Stock that constitute the Aggregate Merger Consideration to be received by the equityholders of the Company (collectively, the “Registration Statement Securities”). Each of Acquiror and the Transactions. The Acquirors Company shall use commercially its reasonable best efforts to cause the Proxy Statement/Registration Statement and the Proxy 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 Transactionstransactions contemplated hereby. The Parent Acquiror shall set a record date (the “Acquiror Record Date”) for determining the shareholders of the Parent Acquiror entitled to attend the Acquiror Shareholders Meeting. The Acquirors also agree agrees to use commercially its reasonable best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions contemplated hereby, and the Seller Company shall furnish all information concerning the Acquired Companies Company, its Subsidiaries and any of their respective shareholders members or stockholders as may be reasonably requested in connection with any such action. The Acquirors Each of Acquiror and the Company agrees to furnish to the other 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 Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including the NYSE or Nasdaq, as applicable) in connection with the Mergers and the other transactions contemplated hereby (the “Offer Documents”). Acquiror will cause the Proxy Statement/Registration Statement to be mailed to each shareholder who was a shareholder of the Parent Acquiror as of the Acquiror Record Date Shareholders in each case promptly after the Registration Statement is declared effective under the Securities Act.

Preparation of Proxy Statement/Registration Statement. (a) As promptly as practicable after the execution of this Agreement (provided that the Seller has Sellers have provided to the Acquirors all of the information described in Section 7.02(d) hereof), (i) the Acquirors shall prepare and file with the SEC materials that shall include the proxy statement/prospectus to be filed with the SEC as part of the Registration Statement and sent to the shareholders of the Parent Acquiror relating to the Acquiror Shareholders Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement”) and (ii) the Acquirors shall prepare (with the Seller’s Sellers’ reasonable cooperation) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Ordinary Shares Common Stock to be issued in connection with the Domestication and the Transactions. The Acquirors shall use commercially reasonable efforts to cause the Registration Statement and the Proxy 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. The Parent Acquiror shall set a record date (the “Acquiror Record Date”) for determining the shareholders of the Parent Acquiror entitled to attend the Acquiror Shareholders Meeting. The Acquirors also agree to use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Transactions, and the Seller Sellers shall furnish all information concerning the Acquired Companies Company, its Subsidiaries and any of their respective shareholders as may be reasonably requested in connection with any such action. The Acquirors will cause the Proxy Statement to be mailed to each shareholder who was a shareholder of the Parent Acquiror as of the Acquiror Record Date promptly after the Registration Statement is declared effective under the Securities Act.