Proxy/Registration Statement and Requisite Approval Sample Clauses
The Proxy/Registration Statement and Requisite Approval clause outlines the requirement for preparing and distributing a formal document—typically a proxy statement or registration statement—to shareholders or relevant parties in connection with a significant corporate action, such as a merger or acquisition. This clause details the process by which the statement must be filed with regulatory authorities, such as the SEC, and subsequently delivered to shareholders to inform them of the transaction and solicit their approval. Its core function is to ensure transparency and regulatory compliance, while also securing the necessary consents from stakeholders before proceeding with the transaction.
Proxy/Registration Statement and Requisite Approval. (a) Proxy/Registration Statement
(i) As promptly as reasonably practicable after the execution of this Agreement, the Purchaser Parties shall prepare, and Purchaser shall file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to (1) the Purchaser Shareholders’ Meeting to approve and adopt: (A) the Business Combination (as defined in Purchaser’s Organizational Documents), this Agreement and the other Transaction Documents, the Merger and the other Transactions, (the “Business Combination Proposal”), (B) the increase of the authorised share capital of the Purchaser from US$50,000 divided into 50,000,000 ordinary shares of US$0.001 par value per share to US$200,000 divided into 200,000,000 ordinary shares of US$0.001 par value per share (the “Share Capital Proposal”) (C) the change of name of the Purchaser to “MicroAlgo Inc.” (the “Change of Name Proposal”) (D) the amendment and restatement of the memorandum and articles of association of the Purchaser in accordance with Section 2.5(b) hereof (the “Organizational Documents Proposal”) (E) the appointment and/ or removal of the directors of the Purchaser in accordance with Section 2.4 (the “Director Appointment Proposal”) and (F) adjournment of the Purchaser Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”) (such proposals in (A), (B),(C), (D), (E) and (F) collectively, the “Transaction Proposals”), and (2) the registration under the Securities Act of the Consideration Shares to be issued to the Company Shareholders pursuant to this Agreement. The Purchaser Parties shall use their commercially reasonable efforts to (1) cause the 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 concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Purchaser Parti...
Proxy/Registration Statement and Requisite Approval