Common use of Prospectus/Proxy Filing; Information Supplied Clause in Contracts

Prospectus/Proxy Filing; Information Supplied. (a) As promptly as reasonably practicable after the date of this Agreement, the Company shall prepare and file with the SEC the proxy statement relating to the Company Shareholders Meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Parent shall prepare and file with the SEC, Parent’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Parent and the Company each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing, to promptly thereafter mail the Proxy/Prospectus (including the Registration Statement) to the holders of Listed Shares of the Company, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions or until this Agreement is terminated in accordance with its terms. (b) Each of the Company and Parent shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Registration Statement or the Proxy/Prospectus or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Registration Statement or Proxy/Prospectus. (c) Each of the Company and Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy/Prospectus and any amendment or supplement thereto will, at the date of mailing to the holders of Listed Shares of the Company and at the time of the Company 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 were made, not misleading. Each of the Company and Parent further agrees that, if prior to the Closing Date, it should become aware of any information that would cause any of the statements in the Proxy/Prospectus or the Registration Statement to be false or misleading with respect to any 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, in the case of the Proxy/Prospectus) not false or misleading, it will promptly inform the other Party thereof and, subject to Section 7.3(d), take the steps necessary to correct such information in an amendment or supplement to the Proxy/Prospectus or the Registration Statement. (d) Each of Parent and the Company will provide the other Party and their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the Registration Statement and other documents related to the Company Shareholders Meeting or the issuance of the shares of Parent Common Stock in respect of the Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the holders of Listed Shares of the Company. Each Party will include in the Proxy/Prospectus, the Registration Statement and such other documents related to the Company Shareholders Meeting or the issuance of the shares of Parent Common Stock in respect of the Merger all comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Parent and its Subsidiaries included in the Proxy/Prospectus and the Registration Statement shall be in form and content satisfactory to Parent, acting reasonably, and all information relating to the Company and its Subsidiaries included in the Proxy/Prospectus and the Registration Statement shall be in form and content satisfactory to the Company, acting reasonably.

Prospectus/Proxy Filing; Information Supplied. (a) As promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a joint information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C under the Exchange Act concerning the Company Written Consent, the Parent Written Consent and the Transactions and a prospectus to be sent to the stockholders of the Company and the stockholders of Parent (provided that, if the Company Board (or any committee thereof, including the Company Special Committee) makes a Change of Recommendation, then the Company and Parent shall jointly prepare and file with the SEC a proxy statement to be sent to the stockholders of the Company relating to the Company Shareholders Meeting Stockholders Meeting, an information statement of Parent to be sent to the stockholders of Parent and a prospectus) (as amended or supplemented from time to time, the “Proxy/ProspectusDisclosure Document”), ) and (ii) Parent shall prepare and file with the SEC, ParentHoldco’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus Disclosure Document constituting a part thereof). Parent and the Company each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing, to as promptly as reasonably practicable thereafter mail the Proxy/Prospectus (including the Registration Statement) Disclosure Document to the holders of Listed Shares stockholders of the Company, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions or until this Agreement is terminated in accordance with its termsTransactions. (b) Each of the Company and Parent shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Registration Statement or the Proxy/Prospectus Disclosure Document or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Registration Statement or Proxy/ProspectusDisclosure Document. No response to any comments from the SEC or the staff of the SEC relating to the Disclosure Document, the Registration Statement will be made by the Company or Parent, in each case without providing the other party a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC. (c) Each of the Company and Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy/Prospectus Disclosure Document and any amendment or supplement thereto will, at the date of mailing to the holders of Listed Shares stockholders of the Company and at the time of the Company Shareholders Stockholders 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 were made, not misleading. Each of the Company and Parent further agrees that, if If at any time prior to the Closing Date, it should become aware of any information that would cause any later of the statements in the Proxy/Prospectus or date on which the Registration Statement is declared effective and the receipt of the Requisite Company Vote, any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which is required to be false set forth in an amendment or misleading with respect supplement to the Registration Statement or the Disclosure Document, so that such document would not include any misstatement of a material fact, fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (therein, in light of the circumstances under which they were made, in the case of the Proxy/Prospectus) not false or misleading, it will the party which discovers such information shall promptly inform notify the other Party thereof and, subject to Section 7.3(d), take the steps necessary to correct such information in party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Proxy/Prospectus or extent required by applicable Law, disseminated to the stockholders of the Company. The Company and Parent will cause the Disclosure Document and Parent will cause the Registration StatementStatement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. (d) Each of Parent and the Company will provide the other Party and their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/ProspectusDisclosure Document, the Registration Statement and other documents related to the Company Shareholders Stockholders Meeting or the issuance of the shares of Parent Holdco Common Stock in respect of the Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to SEC (other than any filing, amendment or supplement by the holders Company in connection with a Change of Listed Shares of the CompanyRecommendation). Each Party will include in the Proxy/ProspectusDisclosure Document, the Registration Statement and such other documents related to the Company Shareholders Stockholders Meeting or the issuance of the shares of Parent Holdco Common Stock in respect of the Merger Mergers all comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Parent and its Subsidiaries included in the Proxy/Prospectus Disclosure Document and the Registration Statement shall be in form and content satisfactory to Parent, acting reasonably, and all information relating to the Company and its Subsidiaries included in the Proxy/Prospectus Disclosure Document and the Registration Statement shall be in form and content satisfactory to the Company, acting reasonably. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other and provide such other assistance as may be reasonably requested by such other party to be included therein and shall otherwise reasonably assist and cooperate with the other in the preparation of the Disclosure Document, the Registration Statement and the resolution of any comments to either received from the SEC.

Prospectus/Proxy Filing; Information Supplied. (a) As promptly as reasonably practicable after the date of this Agreement, the Company Partnership shall prepare and file with the SEC the proxy statement relating to the Company Shareholders Partnership Unitholders Meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Parent shall prepare and file with the SEC, Parent’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Parent and the Company Partnership each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing, to promptly thereafter mail the Proxy/Prospectus (including the Registration Statement) to the holders of Listed Shares of the CompanyLimited Partners, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions or until this Agreement is terminated in accordance with its terms. (b) Each of the Company Partnership and Parent shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Registration Statement or the Proxy/Prospectus or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Registration Statement or Proxy/Prospectus. (c) Each of the Company Partnership Parties and Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy/Prospectus and any amendment or supplement thereto will, at the date of mailing to the holders of Listed Shares of the Company Limited Partners and at the time of the Company Shareholders Partnership Unitholders 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 were made, not misleading. Each of the Company Partnership and Parent further agrees that, if prior to the Closing Date, it should become aware of any information that would cause any of the statements in the Proxy/Prospectus or the Registration Statement to be false or misleading with respect to any 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, in the case of the Proxy/Prospectus) not false or misleading, it will promptly inform the other Party thereof and, subject to Section 7.3(d8.3(d), take the steps necessary to correct such information in an amendment or supplement to the Proxy/Prospectus or the Registration Statement. (d) Each of Parent and the Company Partnership will provide the other Party and their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the Registration Statement and other documents related to the Company Shareholders Partnership Unitholders Meeting or the issuance of the shares of Parent Common Stock in respect of the Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the holders of Listed Shares Limited Partners of the CompanyPartnership. Each Party will include in the Proxy/Prospectus, the Registration Statement and such other documents related to the Company Shareholders Partnership Unitholders Meeting or the issuance of the shares of Parent Common Stock in respect of the Merger all comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Parent and its Subsidiaries included in the Proxy/Prospectus and the Registration Statement shall be in form and content satisfactory to Parent, acting reasonably, and all information relating to the Company Partnership and its Subsidiaries included in the Proxy/Prospectus and the Registration Statement shall be in form and content satisfactory to the CompanyPartnership, acting reasonably.

Prospectus/Proxy Filing; Information Supplied. (a) As promptly as reasonably practicable after The Company shall provide to Parent financial statements for the date years ended December 31, 2020 and 2019 audited in accordance with the standards of this Agreementthe Public Company Accounting Oversight Board (“PCAOB”) and accompanied by the report thereon of the Company’s independent auditors (which reports shall be unqualified) by no later than March 31, 2021. Without limiting the foregoing, (i) the Company shall prepare and file reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the proxy statement relating staff of the SEC) to the Company Shareholders Meeting extent such pro forma financial statements are required for the Registration Statement and (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Parent shall prepare and file with the SEC, Parent’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Parent and ii) the Company each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act provide Parent, as promptly soon as reasonably practicable following the end of the quarter ended March 31, 2021, but in no event later than May 14, 2021 (which, for the avoidance of doubt, may be after such filing, to promptly thereafter mail the Proxy/Prospectus (including date of the initial filing of the Registration Statement) to ), reviewed financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the holders Company and its Subsidiaries as of Listed Shares and for the period ended March 31, 2021, together with the notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (which reports shall be unqualified), in each case, prepared in accordance with GAAP and Regulation S-X and reviewed in accordance with the standards of the PCAOB. The Company shall make their officers and employees and Representatives available to maintain Parent and its counsel, in each case, during normal business hours and upon reasonable advanced notice by Parent, in connection with (i) the effectiveness drafting of the Registration Statement for as long as necessary and (ii) responding in a timely manner to consummate comments on the Transactions or until this Agreement is terminated in accordance with its termsRegistration Statement from the SEC. (b) Each of From and after the Company and Parent shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Registration Statement or the Proxy/Prospectus or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Registration Statement or Proxy/Prospectus. (c) Each of the Company and Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, at the time date on which the Registration Statement becomes effective under the Securities Act, the Company will give Parent prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the Company or its Subsidiaries, in any such case which is known by the Company, that would cause the Registration Statement to contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Parent and (ii) the Proxy/Prospectus and any Company shall cooperate fully to cause an amendment or supplement thereto will, at the date of mailing to be made promptly to the holders of Listed Shares of Registration Statement, such that the Company and at the time of the Company Shareholders Meeting, contain any Registration Statement no longer contains an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. Each of ; provided, further, however, that no information received by Parent pursuant to this Section 5.5 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company and Parent further agrees that, if prior to the Closing Date, it should become aware of any information that would cause any of the statements in the Proxy/Prospectus or the Registration Statement to be false or misleading with respect to any 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, in the case of the Proxy/Prospectus) not false or misleading, it will promptly inform the other Party thereof and, subject to Section 7.3(d), take the steps necessary to correct such information in an amendment or supplement to the Proxy/Prospectus or the Registration StatementDisclosure Letter. (d) Each of Parent and the Company will provide the other Party and their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the Registration Statement and other documents related to the Company Shareholders Meeting or the issuance of the shares of Parent Common Stock in respect of the Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the holders of Listed Shares of the Company. Each Party will include in the Proxy/Prospectus, the Registration Statement and such other documents related to the Company Shareholders Meeting or the issuance of the shares of Parent Common Stock in respect of the Merger all comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Parent and its Subsidiaries included in the Proxy/Prospectus and the Registration Statement shall be in form and content satisfactory to Parent, acting reasonably, and all information relating to the Company and its Subsidiaries included in the Proxy/Prospectus and the Registration Statement shall be in form and content satisfactory to the Company, acting reasonably.