Common use of Preparation of SEC Documents Clause in Contracts

Preparation of SEC Documents. As promptly as practicable after the execution of this Agreement, (a) TRTL Parent, the Company and TRTL shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the TRTL Stockholders relating to the TRTL Stockholders’ Meeting and (b) TRTL Parent, the Company shall prepare and shall file with the SEC a registration statement on Form F-4 or such other applicable form as the Company and TRTL may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the Company Ordinary Shares to be issued in the Second Merger. Each party shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and, prior to the effective date of the Registration Statement, TRTL Parent and the Company shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Shares in the First Merger and the Company Ordinary Shares in the Second Merger. Each of the Company, TRTL Parent and TRTL shall furnish all information as may be reasonably requested by the other parties in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, TRTL shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as of the record date for the TRTL Stockholders’ Meeting. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the other with a reasonable opportunity to review and comment thereon. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the TRTL Sponsors with a reasonable opportunity to review and comment thereon. If at any time prior to the Second Effective Time any information relating to TRTL, the Company or TRTL Parent or any of their respective Affiliates, directors or officers, should be discovered by TRTL, the Company or TRTL Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto 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 TRTL Stockholders. TRTL Parent, TRTL and the Company will advise the other parties hereto promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto or requests by the SEC for additional information and each party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement or the Mergers. TRTL Parent, the Company and TRTL shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. Without limiting the generality of the foregoing, each of TRTL, TRTL Parent and the Company shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement and each of TRTL Parent, the Company and TRTL shall furnish TRTL or the Company, as applicable, with all information concerning it and its Affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. TRTL Parent, the Company and TRTL shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Company Ordinary Shares issuable in connection with the Second Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information.

Preparation of SEC Documents. As (a) Each of Salix and Cosmo shall cooperate and promptly prepare and Salix shall file a preliminary form of the proxy statement to be sent to Salix shareholders in connection with the Salix Shareholders Meeting (the “Salix Proxy Statement”) and Cosmo shall file, or cause Tech to file, the Registration Statement. Salix will cause the Salix Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Cosmo will cause the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. Each of Salix and Cosmo shall use its respective reasonable best efforts to have the Salix Proxy Statement cleared by the SEC as promptly as practicable after the execution such filing. Salix will advise Cosmo, promptly after it receives notice thereof, of this Agreement, (a) TRTL Parent, the Company and TRTL shall prepare and file with any request by the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the TRTL Stockholders relating to the TRTL Stockholders’ Meeting and (b) TRTL Parent, the Company shall prepare and shall file with the SEC a registration statement on Form F-4 or such other applicable form as the Company and TRTL may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act for amendment of the Company Ordinary Shares to be issued in the Second MergerSalix Proxy Statement or comments thereon. Each party of Salix and Cosmo shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as long as necessary to consummate the Merger and the other Transactions contemplated hereby. Cosmo will advise Salix, promptly as practicable after such filingit receives notice thereof, and, prior to of any request by the effective date SEC for amendment of the Registration Statement, TRTL Parent and the Company Statement or comments thereon. The Parties shall take all any action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Shares in the First Merger and the Company Tech Ordinary Shares in the Second Merger. Each of the Company, TRTL Parent and TRTL Salix shall furnish all information concerning Salix and the holders of Salix Common Stock as may be reasonably requested by the other parties in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, TRTL shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as of the record date for the TRTL Stockholders’ Meeting. action. (b) No filing of, or amendment or supplement to, the Registration Statement or the Salix Proxy Statement/Prospectus Statement will be made by the Cosmo Parties or Salix, as applicable, without the prior consent of the other Parties (in each case including documents incorporated by reference thereinwhich consent shall not be unreasonably withheld, conditioned or delayed) by either TRTL or the Company and without providing the other with a reasonable Parties the opportunity to review and comment thereon. No filing ofThe Parties will advise the other Parties promptly after receiving oral or written notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Tech Ordinary Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Salix Proxy Statement or supplement to, the Registration Statement or comments thereon and responses thereto or requests by the Proxy Statement/Prospectus SEC for additional information and will promptly provide the other Parties with copies of any written communication from the SEC or any state securities commission. (c) Salix and the Cosmo Parties each agree, as to itself and its Affiliates, that none of the information supplied or to be made (in each case including documents incorporated supplied by it or its Affiliates for inclusion or incorporation by reference therein) by either TRTL in the Salix Proxy Statement or the Company without providing Registration Statement, and any amendments or supplements to each of them will, at the TRTL Sponsors with date of mailing to shareholders and at the time or times of the Salix Shareholders Meeting, contain any untrue statement of a reasonable opportunity material fact or omit to review and comment thereonstate any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Second Effective Time any information relating to TRTLSalix or Cosmo, the Company or TRTL Parent or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by TRTL, the Company Salix or TRTL Parent which Cosmo to be inaccurate or to have been omitted that should be set forth in an amendment or supplement to either the Registration Statement or the Salix Proxy Statement/Prospectus, so that either any such document documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto and Parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly filed with the SEC and, to the extent required by Law, disseminated to the TRTL Stockholders. TRTL Parent, TRTL and Salix shareholders. (d) Salix will use its reasonable best efforts to cause the Company will advise the other parties hereto Salix Proxy Statement to be mailed to its shareholders as promptly as practicable after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto or requests by the SEC for additional information and each party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement or is declared effective under the Mergers. TRTL Parent, the Company and TRTL shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. Without limiting the generality of the foregoing, each of TRTL, TRTL Parent and the Company shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement and each of TRTL Parent, the Company and TRTL shall furnish TRTL or the Company, as applicable, with all information concerning it and its Affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. TRTL Parent, the Company and TRTL shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Company Ordinary Shares issuable in connection with the Second Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional informationSecurities Act.

Preparation of SEC Documents. (a) As promptly as practicable after the execution of this Agreementdate hereof, (ai) TRTL ParentNewco, the Company and TRTL Boulevard shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “"Proxy Statement/Prospectus”") to be sent to the TRTL Boulevard Stockholders relating to the TRTL Boulevard Stockholders’ ' Meeting and (bii) TRTL Parent, the Company Newco shall prepare and file (and the Company and Boulevard shall file cause Newco to prepare and file) with the SEC a registration statement on Form F-4 or such other applicable form as the Company and TRTL Boulevard may agree (as amended or supplemented from time to time, the “"Registration Statement”"), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the Company Ordinary Newco Shares to be issued in the Second MergerMerger and the related Converted Warrants. Each party shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, including providing any necessary opinions of counsel, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby, and, prior to the effective date of the Registration Statement, TRTL Parent and the Company Newco shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Newco Shares in the First Merger and the Company Ordinary Shares in the Second Merger. Each of Newco, the Company, TRTL Parent Company and TRTL Boulevard shall furnish all information as may be reasonably requested by the other parties others in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. Boulevard 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 by this Agreement, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective stockholders as may be reasonably requested in connection with any such action. (b) As promptly as practicable after the Registration Statement shall have become effective, TRTL Boulevard shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as of the record date for the TRTL Boulevard Stockholders’ ' Meeting. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or Boulevard, the Company or Newco without providing the other with a reasonable opportunity to review and comment thereonthereon and each party shall give reasonable and good faith consideration to any comments made by any other party and their counsel. No filing of, or amendment or supplement toEach of Boulevard, the Registration Statement or the Proxy Statement/Prospectus Company and Newco will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the TRTL Sponsors with given a reasonable opportunity to review participate in the response to any SEC comments and comment thereon. to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Boulevard, the Company or Newco or their counsel in any discussions or meetings with the SEC. (c) If at any time prior to the Second Effective Time any information relating to TRTLBoulevard, the Company or TRTL Parent Newco or any of their respective Affiliates, directors or officers, should be discovered by TRTLBoulevard, the Company or TRTL Parent Newco which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto 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 TRTL Boulevard Stockholders. TRTL Parent. (d) Each of Boulevard, TRTL Newco and the Company will advise the other parties hereto promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto or requests by the SEC for additional information and each party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement or the MergersMerger. TRTL ParentBoulevard, Newco and the Company and TRTL shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. . (e) Without limiting the generality of the foregoing, each of TRTLBoulevard, TRTL Parent Newco and the Company shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement and each of TRTL Parent, the Company and TRTL Boulevard shall furnish TRTL or the Company, as applicableNewco, with all information concerning it and its Affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. TRTL Parent. (f) Newco, the Company Company, and TRTL Boulevard shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Company Ordinary Newco Shares issuable in connection with the Second Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information. (g) All of the fees, costs and expenses incurred or payable to any other Person (other than legal fees and expenses, which shall be subject to Section 13.5) in connection with the preparation and filing with the SEC of the Registration Statement and the Proxy Statement/Prospectus, including all of the fees, costs and expenses of the financial printer and other Persons for the printing and mailing of the Proxy Statement/Prospectus, as well as the listing of the Newco Shares on Nasdaq, as applicable, shall be paid by the Company and included as Estimated Closing Transaction Expenses.

Preparation of SEC Documents. (a) As promptly as practicable after Newco executes the execution of this Admission Agreement, (ai) TRTL ParentNewco, the Company and TRTL Boulevard shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the TRTL Boulevard Stockholders relating to the TRTL Boulevard Stockholders’ Meeting and (bii) TRTL Parent, the Company Newco shall prepare and file (and the Company and Boulevard shall file cause Newco to prepare and file) with the SEC a registration statement on Form F-4 or such other applicable form as the Company and TRTL Boulevard may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the Company Ordinary Newco Shares to be issued in the Second MergerMerger and the related Converted Warrants. Each party shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, including providing any necessary opinions of counsel, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby, and, prior to the effective date of the Registration Statement, TRTL Parent and the Company Newco shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Newco Shares in the First Merger and the Company Ordinary Shares in the Second Merger. Each of Newco, the Company, TRTL Parent Company and TRTL Boulevard shall furnish all information as may be reasonably requested by the other parties others in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. Boulevard 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 by this Agreement, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective stockholders as may be reasonably requested in connection with any such action. (b) As promptly as practicable after the Registration Statement shall have become effective, TRTL Boulevard shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as of the record date for the TRTL Boulevard Stockholders’ Meeting. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or Boulevard, the Company or Newco without providing the other with a reasonable opportunity to review and comment thereonthereon and each party shall give reasonable and good faith consideration to any comments made by any other party and their counsel. No filing of, or amendment or supplement toEach of Boulevard, the Registration Statement or the Proxy Statement/Prospectus Company and Newco will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the TRTL Sponsors with given a reasonable opportunity to review participate in the response to any SEC comments and comment thereon. to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Boulevard, the Company or Newco or their counsel in any discussions or meetings with the SEC. (c) If at any time prior to the Second Effective Time any information relating to TRTLBoulevard, the Company or TRTL Parent Newco or any of their respective Affiliates, directors or officers, should be discovered by TRTLBoulevard, the Company or TRTL Parent Newco which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto 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 TRTL Boulevard Stockholders. TRTL Parent. (d) Each of Boulevard, TRTL Newco and the Company will advise the other parties hereto promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto or requests by the SEC for additional information and each party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement or the MergersMerger. TRTL ParentBoulevard, Newco and the Company and TRTL shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. . (e) Without limiting the generality of the foregoing, each of TRTLBoulevard, TRTL Parent Newco and the Company shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement and each of TRTL Parent, the Company and TRTL Boulevard shall furnish TRTL or the Company, as applicableNewco, with all information concerning it and its Affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. TRTL Parent. (f) Newco, the Company Company, and TRTL Boulevard shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Company Ordinary Newco Shares issuable in connection with the Second Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information. (g) All of the fees, costs and expenses incurred or payable to any other Person (other than legal fees and expenses, which shall be subject to Section 13.5) in connection with the preparation and filing with the SEC of the Registration Statement and the Proxy Statement/Prospectus, including all of the fees, costs and expenses of the financial printer and other Persons for the printing and mailing of the Proxy Statement/Prospectus, as well as the listing of the Newco Shares on Nasdaq, as applicable, shall be paid by the Company and included as Estimated Closing Transaction Expenses.

Preparation of SEC Documents. As promptly as practicable after the execution of this Agreement, (a) TRTL Parent, the Company and TRTL OUTD shall prepare and file with the SEC the proxy statement/prospectus statement (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the TRTL Stockholders stockholders of OUTD relating to the TRTL meeting of OUTD’s stockholders (the “OUTD Stockholders’ Meeting and (bMeeting”) TRTL Parentto be held to consider the approval of the Merger, the Company shall prepare and shall file use all commercially reasonable efforts to respond (in consultation with Parent and giving due consideration to any comments made by Parent) as promptly as reasonably practicable to any comments by the SEC a registration statement on Form F-4 or such other applicable form as the Company and TRTL may agree (as amended or supplemented from time to time, the “Registration Statement”), staff in which respect of the Proxy Statement/Prospectus will be included as a prospectus, in connection with Statement and to cause the registration under the Securities Act of the Company Ordinary Shares definitive Proxy Statement to be issued in mailed to the Second Merger. Each party shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act Company’s stockholders as promptly as practicable after such filing, and, prior to the effective date of the Registration Statement, TRTL this Agreement. Parent and the Company shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Shares in the First Merger and the Company Ordinary Shares in the Second Merger. Each of the Company, TRTL Parent and TRTL shall furnish all information as may be reasonably requested by the other parties OUTD in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, TRTL shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as of the record date for the TRTL Stockholders’ Meeting. No filing of, or amendment or supplement to, the Registration Proxy Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the other with a reasonable opportunity to review and comment thereon. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the TRTL Sponsors Parent with a reasonable opportunity to review and comment thereon. If at any time prior to the Second Effective Time any information relating to TRTLOUTD or Parent, the Company or TRTL Parent or any of their respective Affiliates, directors or officers, should be discovered by TRTL, the Company OUTD or TRTL Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto 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 TRTL Stockholdersstockholders of OUTD. TRTL OUTD or Parent, TRTL and the Company as applicable, will advise the other parties hereto promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto or requests by the SEC for additional information and each party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement or the MergersMerger. TRTL Parent, the Company OUTD and TRTL Parent shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, Statement as promptly as reasonably practicable after receipt thereof. Without limiting the generality of the foregoing, each of TRTL, TRTL Parent and the Company shall cooperate with each other OUTD in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement and each of TRTL Parent, the Company and TRTL shall furnish TRTL or the Company, as applicable, OUTD with all information concerning it and its Affiliates as the providing party Parent (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. TRTL Parent, the Company OUTD and TRTL Parent shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Company Ordinary Shares issuable in connection with the Second Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information. OUTD and Parent shall each bear fifty percent (50%) of all fees, costs and expenses of the financial printer and other Persons for the printing and mailing of the Proxy Statement.

Preparation of SEC Documents. As promptly as practicable after the execution of this Agreement, (a) TRTL Parent, the Company IM, Cine and TRTL Azteca shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “"Proxy Statement/Prospectus”") to be sent to the TRTL Stockholders stockholders of Azteca and holders of Stockholder Warrants relating to (i) the TRTL meeting of Azteca's stockholders (the "Azteca Stockholders’ Meeting ' Meeting") to be held to consider the approval of the Azteca Merger and (ii) the meeting of the holders of Stockholder Warrants (the "Warrantholders Meeting") to be held to consider the approval of the Warrant Amendment and (b) TRTL Parent, the Company Cine shall cause Parent to prepare and shall file with the SEC a registration statement on Form F-4 S-4 or such other applicable form as the Company Azteca, Cine and TRTL IM may agree (as amended or supplemented from time to time, the “"Registration Statement”"), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the Company Ordinary Shares shares of Parent Class A Common Stock to be issued in the Second MergerAzteca Merger and related Parent warrants. Each party shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and, prior to the effective date of the Registration Statement, TRTL Cine shall cause Parent and the Company shall to take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) to be taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Shares Stock in the First Merger and the Company Ordinary Shares in the Second MergerTransaction. Each of the CompanyParent, TRTL Parent Azteca, Cine and TRTL IM shall furnish all information as may be reasonably requested by the other parties in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, TRTL Azteca shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as of the record date for the TRTL Azteca Stockholders’ ' Meeting and holders of Stockholder Warrants as of the record date for the Warrantholders Meeting. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the other with a reasonable opportunity to review Azteca, IM, Cine and comment thereon. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the TRTL Sponsors Parent with a reasonable opportunity to review and comment thereon. If at any time prior to the Second Effective Time any information relating to TRTLAzteca, the Company IM, Cine or TRTL Parent Parent, or any of their respective Affiliates, directors or officers, should be discovered by TRTLAzteca, the Company IM, Cine or TRTL Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto 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 TRTL Stockholdersstockholders of Azteca and holders of Stockholder Warrants. TRTL Cine or Parent, TRTL and the Company as applicable, will advise the other parties hereto promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto or requests by the SEC for additional information and each party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement or the Mergers. TRTL ParentAzteca, the Company IM, Cine and TRTL Parent shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. Without limiting the generality of the foregoing, each of TRTLAzteca, TRTL IM, Cine and Parent and the Company shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement and each of TRTL ParentIM, the Company Cine, Parent and TRTL Azteca shall furnish TRTL Azteca or the CompanyCine, as applicable, with all information concerning it and its Affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. TRTL ParentAzteca, on the Company one hand, and TRTL IM and Cine, on the other hand, shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Company Ordinary Shares Parent Common Stock issuable in connection with the Second Merger Mergers for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information. Azteca shall bear 50%, IM shall bear 31% and Cine shall bear 19% of all costs, expenses and fees incurred or payable to any other Person in connection with the preparation and filing with the SEC of the Registration Statement and the fees, costs and expenses of the financial printer and other Persons for the printing and mailing of the Proxy Statement/Prospectus, other than legal fees and expenses which shall be subject to Section 7.6.

Preparation of SEC Documents. As promptly as practicable after the execution of this Agreement, (a) TRTL Parent, the Company IM and TRTL OUTD shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the TRTL Stockholders stockholders of OUTD relating to the TRTL meeting of OUTD’s stockholders (the “OUTD Stockholders’ Meeting Meeting”) to be held to consider the approval of the OUTD Merger and (b) TRTL Parent, the Company IM shall cause Parent to prepare and shall file with the SEC a registration statement on Form F-4 S-4 or such other applicable form as the Company OUTD and TRTL IM may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the Company Ordinary Shares shares of Parent Common Stock to be issued in the Second OUTD Merger. Each party shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and, prior to the effective date of the Registration Statement, TRTL IM shall cause Parent and the Company shall to take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) to be taken under any applicable state securities Laws in connection with the issuance of shares of Parent Common Shares Stock in the First Merger and the Company Ordinary Shares in the Second MergerTransaction. Each of the CompanyParent, TRTL Parent OUTD and TRTL IM shall furnish all information as may be reasonably requested by the other parties in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, TRTL OUTD shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as of the record date for the TRTL OUTD Stockholders’ Meeting. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the other with a reasonable opportunity to review OUTD, IM and comment thereon. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by either TRTL or the Company without providing the TRTL Sponsors Parent with a reasonable opportunity to review and comment thereon. If at any time prior to the Second Effective Time any information relating to TRTLOUTD, the Company IM or TRTL Parent Parent, or any of their respective Affiliates, directors or officers, should be discovered by TRTLOUTD, the Company IM or TRTL Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document 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 circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto 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 TRTL Stockholdersstockholders of OUTD. TRTL OUTD or Parent, TRTL and the Company as applicable, will advise the other parties hereto promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto or requests by the SEC for additional information and each party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement or the Mergers. TRTL ParentOUTD, the Company IM and TRTL Parent shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. Without limiting the generality of the foregoing, each of TRTLOUTD, TRTL IM and Parent and the Company shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement and each of TRTL ParentIM, the Company Parent and TRTL OUTD shall furnish TRTL OUTD or the CompanyParent, as applicable, with all information concerning it and its Affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. TRTL Parent, the Company OUTD and TRTL Parent shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Company Ordinary Shares Parent Common Stock issuable in connection with the Second Merger Mergers for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information. OUTD and IM shall each bear fifty percent (50%) of all costs, expenses and fees incurred or payable to any other Person in connection with the preparation and filing with the SEC of the Registration Statement and the fees, costs and expenses of the financial printer and other Persons for the printing and mailing of the Proxy Statement/Prospectus.

Preparation of SEC Documents. As (a) Each of Alkermes and Elan shall cooperate and promptly prepare and Alkermes shall file a preliminary form of the proxy statement to be sent to Alkermes shareholders in connection with the Alkermes Shareholders Meeting (the “Alkermes Proxy Statement”) and Elan shall file, or cause New Alkermes to file, the Registration Statement. Alkermes will cause the Alkermes Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Elan will cause the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. Each of Alkermes and Elan shall use its respective reasonable best efforts to have the Alkermes Proxy Statement cleared by the SEC as promptly as practicable after the execution such filing. Alkermes will advise Elan, promptly after it receives notice thereof, of this Agreement, (a) TRTL Parent, the Company and TRTL shall prepare and file with any request by the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the TRTL Stockholders relating to the TRTL Stockholders’ Meeting and (b) TRTL Parent, the Company shall prepare and shall file with the SEC a registration statement on Form F-4 or such other applicable form as the Company and TRTL may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act for amendment of the Company Ordinary Shares to be issued in the Second MergerAlkermes Proxy Statement or comments thereon. Each party of Alkermes and Elan shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as long as necessary to consummate the Merger and the other transactions contemplated hereby. Elan will advise Alkermes, promptly as practicable after such filingit receives notice thereof, and, prior to of any request by the effective date SEC for amendment of the Registration Statement, TRTL Parent and the Company Statement or comments thereon. The Parties shall take all any action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Shares in the First Merger and the Company New Alkermes Ordinary Shares in the Second Merger. Each of the Company, TRTL Parent and TRTL Alkermes shall furnish all information concerning Alkermes and the holders of Alkermes Common Stock as may be reasonably requested by the other parties in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, TRTL shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as of the record date for the TRTL Stockholders’ Meeting. action. (b) No filing of, or amendment or supplement to, the Registration Statement or the Alkermes Proxy Statement/Prospectus Statement will be made by the Elan Parties or Alkermes, as applicable, without the prior consent of the other Parties (in each case including documents incorporated by reference thereinwhich shall not be unreasonably withheld, delayed or conditioned) by either TRTL or the Company and without providing the other with a reasonable Parties the opportunity to review and comment thereon. No filing ofThe Parties will advise the other Parties promptly after receiving oral or written notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the New Alkermes Ordinary Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Alkermes Proxy Statement or supplement to, the Registration Statement or comments thereon and responses thereto or requests by the Proxy Statement/Prospectus SEC for additional information and will promptly provide the other Parties with copies of any written communication from the SEC or any state securities commission. (c) Alkermes and Elan each agrees, as to itself and its Affiliates, that none of the information supplied or to be made (in each case including documents incorporated supplied by it or its Affiliates for inclusion or incorporation by reference therein) by either TRTL in the Alkermes Proxy Statement or the Company without providing Registration Statement, and any amendments or supplements to each of them will, at the TRTL Sponsors with date of mailing to shareholders and at the time or times of the Alkermes Shareholders Meeting, contain any untrue statement of a reasonable opportunity material fact or omit to review and comment thereonstate any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Second Effective Time any information relating to TRTLAlkermes or Elan, the Company or TRTL Parent or any of their respective Affiliates, directors officers or officersdirectors, should be discovered by TRTL, the Company Alkermes or TRTL Parent which Elan to be inaccurate or to have been omitted that should be set forth in an amendment or supplement to either the Registration Statement or the Alkermes Proxy Statement/Prospectus, so that either any such document documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto and Parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly filed with the SEC and, to the extent required by Law, disseminated to the TRTL Stockholders. TRTL Parent, TRTL and Alkermes shareholders. (d) Alkermes will use its reasonable best efforts to cause the Company will advise the other parties hereto Alkermes Proxy Statement to be mailed to its shareholders as promptly as practicable after it receives any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto or requests by the SEC for additional information and each party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement or is declared effective under the Mergers. TRTL Parent, the Company and TRTL shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. Without limiting the generality of the foregoing, each of TRTL, TRTL Parent and the Company shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement and each of TRTL Parent, the Company and TRTL shall furnish TRTL or the Company, as applicable, with all information concerning it and its Affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. TRTL Parent, the Company and TRTL shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Company Ordinary Shares issuable in connection with the Second Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional informationSecurities Act.