Common use of Preparation of Proxy Clause in Contracts

Preparation of Proxy. Following the date hereof, Seller shall, as soon as practicable, prepare and file with the Securities and Exchange Commission ("SEC") a preliminary proxy statement relating to the Stockholders Meeting. Seller shall use all reasonable efforts to have the preliminary proxy state ment cleared by the SEC and Seller shall use all reasonable efforts to cause the proxy statement to be mailed to Seller's stockholders as promptly as practicable after the definitive proxy statement is filed with the SEC. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the proxy statement will be made by Seller, without providing Purchaser, Purchaser's Subsidiary and Parent a reasonable opportunity to review and comment thereon. Seller will advise Parent, Purchaser and Purchaser's Subsidiary promptly after it receives notice thereof, of any request by the SEC for the amendment of the proxy statement or comments thereon and responses thereto or requests by the SEC for additional information. All such information shall be treated as confidential information under the terms of the Confidentiality Agreement. If at any time prior to the Stockholders Meeting any information relating to Seller or Parent, or any of their respective affiliates, officers or directors, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the proxy statement, so that any of such documents 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 circum stances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amend ment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Seller.

Preparation of Proxy. Following Registration Statement; SPAC Shareholders’ Meeting and Approvals. (a) Proxy/Registration Statement. (i) As promptly as reasonably practicable after the date hereofexecution of this Agreement, Seller shallSPAC, as soon as practicablethe Merger Subs and the Company shall prepare, prepare and the Company shall file with the Securities SEC, the Registration Statement (as amended or supplemented from time to time, and Exchange Commission ("SEC"including the Proxy Statement, the “Proxy/Registration Statement”) a preliminary proxy statement relating to (x) the Stockholders MeetingSPAC Shareholders’ Meeting to approve and adopt the SPAC Transaction Proposals and (y) the registration under the Securities Act of the Registrable Securities. Seller SPAC, the Merger Subs and the Company each shall use all their commercially reasonable efforts to have (1) cause the preliminary proxy state ment cleared Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC and Seller shall use all reasonable efforts to concerning the Proxy/Registration Statement, (3) cause the proxy statement Proxy/Registration Statement to be mailed to Seller's stockholders declared effective under the Securities Act as promptly as practicable after and (4) keep the definitive proxy statement Proxy/Registration Statement effective as long as is filed necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company and SPAC shall take all or any action required under any applicable federal or state securities Laws in connection with the SECissuance of Company Ordinary Shares, Company Warrants and Incentive Warrants pursuant to this Agreement. No Each of the Company, SPAC and the Merger Subs 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 Transactions, and the Company and SPAC shall furnish all information, respectively, concerning SPAC and the Company, its Subsidiaries 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 Proxy/Registration Statement, SPAC shall, and shall use commercially reasonable efforts to, within five (5) Business Days of such finalization and effectiveness, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, the Merger Subs 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 advisable or as may be reasonably requested by any of them or any Governmental Authority in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of SPAC, the Merger Subs, the Company or their respective Affiliates to any Governmental Authority (including Nasdaq) in connection with the Transactions. (ii) Any filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the proxy statement Proxy/Registration Statement will be made mutually prepared and agreed upon by Seller, without providing Purchaser, Purchaser's Subsidiary SPAC and Parent a reasonable opportunity to review and comment thereonthe Company. Seller The Company will advise ParentSPAC, Purchaser and Purchaser's Subsidiary promptly after it receives receiving notice thereof, of the time when the Proxy/Registration Statement 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 Company Ordinary Shares, Company Warrants and Incentive Warrants 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 the amendment of the proxy statement Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and responses thereto, and shall provide SPAC a reasonable opportunity to provide comments and amendments to any such filing. All SPAC and the Company shall cooperate and mutually agree upon (such information shall agreement not to be treated as confidential information under the terms unreasonably withheld or delayed) any response to comments of the Confidentiality Agreement. If SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto. (iii) If, at any time prior to the Stockholders Meeting First Merger Effective Time, any information event or circumstance relating to Seller SPAC or Parent, or any of their respective affiliates, its officers or directors, should be discovered by Seller or Parent SPAC which should is required to be set forth in an amendment or a supplement to the proxy statement, Proxy/Registration Statement so that any of such documents the Proxy/Registration Statement would not include any misstatement an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circum stances circumstances under which they were made, not misleading, SPAC shall promptly inform the Company. If, at any time prior to the First Merger Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries (including the Merger Subs) or their respective officers or directors, should be discovered by the Company which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that the Proxy/Registration Statement would not include an untrue statement 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 which discovers such information Company shall promptly notify inform SPAC. Thereafter, SPAC, the other parties hereto Merger Subs and the Company shall promptly cooperate in the preparation and filing of an appropriate amend ment amendment or supplement to the Proxy/Registration Statement describing or correcting such information information, and SPAC and the Company shall be promptly filed file such amendment or supplement with the SEC and, to the extent required by lawLaw, disseminated disseminate such amendment or supplement to the stockholders of SellerSPAC Shareholders.