Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. (i) As promptly as practicable after the Signing Date, the Parties shall prepare, and Perception shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Registration Statement”), which Registration Statement will also contain a notice of extraordinary general meeting and proxy statement (as amended, the “Proxy Statement”), relating to the Perception Shareholders’ Meeting to approve and adopt: (a) this Agreement, the Ancillary Documents, and the Business Combination, (b) the adoption and approval of the A&R Articles of Perception, (c) change the name of Perception to such name as mutually agreed to by the parties, (d) such other matters as the Parties shall collectively determine to be necessary or appropriate in order to effect the Business Combination and the other transactions contemplated by this Agreement, the Ancillary Documents or as may be required by applicable law, (e) any other proposals as the SEC (or staff member) may indicate are necessary in its comments to the Registration Statement or correspondence, and (f) the adjournment of Perception Shareholders’ Meeting, if necessary or desirable in the reasonable determination of Perception (the proposals described in foregoing clauses (a) through (f), collectively, the “Transaction Proposals”).

Preparation of Registration Statement. (i) As promptly as practicable after the Signing Date, the Parties shall prepare, and Perception shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Registration Statement”), which Registration Statement will also contain a notice of extraordinary general meeting and proxy statement (as amended, the “Proxy Statement”), relating to the Perception Shareholders’ Meeting to approve and adopt: (a) the Perception Reorganization, (b) this Agreement, the Ancillary Documents, and the Business Combination, (b) the adoption and approval of the A&R Articles of Perception, (c) change the name of Perception to such name as mutually agreed to by the parties, (d) such other matters as the Parties shall collectively determine to be necessary or appropriate in order to effect the Business Combination and the other transactions contemplated by this Agreement, the Ancillary Documents or as may be required by applicable law, (ed) any other proposals as the SEC (or staff member) may indicate are necessary in its comments to the Registration Statement or correspondence, and (fe) the adjournment of Perception Shareholders’ Meeting, if necessary or desirable in the reasonable determination of Perception (the proposals described in foregoing clauses (a) through (fe), collectively, the “Transaction Proposals”).

Preparation of Registration Statement. (i) As promptly as practicable after the Signing Datedate hereof, Catcha, the Parties Company, PubCo and the Merger Sub shall prepare, and Perception Pubco shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy StatementStatement contained therein, the “Registration Statement”), which Registration Statement will also contain a notice of extraordinary general meeting and proxy statement (as amended, the “Proxy Statement”), relating to the Perception Catcha Shareholders’ Meeting (as defined below) to approve and adopt: (a) this Agreement, the Ancillary Documents, Documents and the Business Combination, (b) the adoption and approval of the Plan of Merger, the Merger and the A&R Articles of PerceptionSurviving Entity, (c) change the name of Perception to such name as mutually agreed to by the parties, (d) such other matters as the Parties Company, PubCo, the Merger Sub and Catcha shall hereafter collectively determine to be necessary or appropriate in order to effect the Business Combination and the other transactions contemplated by this Agreement, the Ancillary Documents or as may be required by applicable law, (ed) any other proposals as the SEC (or staff membermember thereof) may indicate are necessary in its comments to the Registration Statement or correspondencecorrespondence related thereto, and (fe) the adjournment of Perception Catcha Shareholders’ Meeting, if necessary or desirable in the reasonable determination of Perception Catcha (the proposals described in foregoing clauses (a) through (fe), collectively, the “Transaction Proposals”).

Preparation of Registration Statement. (i) As promptly as practicable after the Signing Date, the Parties Perception, BGHL, PubCo, Merger Sub shall prepare, and Perception PubCo shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Registration Statement”), which Registration Statement will also contain a notice of extraordinary general meeting and proxy statement (as amended, the “Proxy Statement”), relating to the Perception Shareholders’ Meeting (as defined below) to approve and adopt: (a) this Agreement, the Ancillary Documents, Documents and the Business Combination, (b) the adoption and approval of the Plan of Merger, the Merger and the A&R Articles of PerceptionPubCo, (c) change the name of Perception to such name as mutually agreed to by the parties, (d) such other matters as the Parties Perception, BGHL, PubCo, Merger Sub shall collectively determine to be necessary or appropriate in order to effect the Business Combination and the other transactions contemplated by this Agreement, the Ancillary Documents or as may be required by applicable law, (ed) any other proposals as the SEC (or staff member) may indicate are necessary in its comments to the Registration Statement or correspondence, and (fe) the adjournment of Perception Shareholders’ Meeting, if necessary or desirable in the reasonable determination of Perception (the proposals described in foregoing clauses (a) through (fe), collectively, the “Transaction Proposals”).