Common use of Proxy/Registration Statement Clause in Contracts

Proxy/Registration Statement. As promptly as practicable after the execution and delivery of this Agreement, Acquiror and the Company shall cooperate and prepare and Acquiror shall file with the SEC a merger proxy registration statement on Form S-4 (together with the amendments thereof or supplements thereto, the "Proxy Registration Statement") in connection with the registration under the Securities Act of the Acquiror Shares to be issued pursuant to this Agreement and the approval by stockholders of the Company of the Merger. As promptly as practicable after the execution and delivery of this Agreement, the Company shall prepare for inclusion in the Proxy Registration Statement the information relating to the merger and approval of the merger by stockholders of the Company and any other information relating to the Company which would be included in a merger proxy statement of the Company relating thereto under the rules and regulations of the SEC. Such information furnished by the Company shall include the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Registration Statement, use all reasonable efforts to have or cause the Proxy Registration Statement to become effective as promptly as practicable, and take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of Acquiror Shares pursuant to this Agreement and approval of this Agreement and the Merger by stockholders of the Company. None of the information supplied by any party hereto for inclusion in the Proxy Registration Statement will at the time the Proxy Registration Statement is filed with the SEC and at the time it 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 in order to make the statement therein, in light of the circumstances under which they are made, not misleading.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution and delivery of this Agreement, Acquiror the Company and SPAC shall jointly prepare, and the Company shall cooperate and prepare and Acquiror shall file with the SEC SEC, a merger proxy registration statement on Form S-4 F-4 (together with as amended or supplemented from time to time, and including the amendments thereof or supplements theretoProxy Statement, the "Proxy “Proxy/Registration Statement"”) in connection with relating to (x) the SPAC Shareholders’ Meeting to approve and adopt the Transaction Proposals and (y) the registration under the Securities Act of the Acquiror Shares to be issued pursuant to this Agreement Company ADSs representing the ADS Merger Consideration (and the approval by stockholders Company Ordinary Shares represented thereby), the Company Warrants and the Company Ordinary Shares issuable upon exercise of the Company of the Merger. As promptly as practicable after the execution and delivery of this Agreement, the Company shall prepare for inclusion Warrants in the Proxy Registration Statement the information relating to the merger and approval form of the merger by stockholders Company ADSs. Each of the Company and any other information relating SPAC shall use their respective reasonable best efforts to (1) cause the Company which would be included Proxy/Registration Statement when filed with the SEC to comply in a merger proxy statement of the Company relating all material respects with all Laws applicable thereto under the and rules and regulations of promulgated by the SEC. Such information furnished by , (2) respond as promptly as reasonably practicable to and resolve all comments received from the Company shall include SEC concerning the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Proxy/Registration Statement, use all reasonable efforts to have or (3) cause the Proxy Proxy/Registration Statement to become be declared effective under the Securities Act as promptly as practicablepracticable 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 Company and SPAC shall take all or any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of Acquiror Shares Company ADSs and Company Warrants pursuant to this Agreement Agreement. Each of the Company and approval of this Agreement SPAC 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, and the Merger Company and SPAC shall furnish all information respectively, concerning SPAC and the Company and 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 do so within five (5) Business Days of such finalization and effectiveness) mail the Proxy/Registration Statement to the SPAC Shareholders. Each of the Company and SPAC 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 stockholders 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 the Company, SPAC, or their respective Affiliates to any Governmental Authority (including the Stock Exchange) in connection with the Transactions (collectively, the “Transaction Filings”). None Subject to Section 10.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay fifty percent (50%) of the information supplied by any party hereto for inclusion fees, costs and expenses incurred in connection with the Proxy preparation, filing and mailing of the Proxy/Registration Statement in connection with the Transactions. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement or the Transaction Filings will at be mutually prepared and agreed upon by the Company and SPAC. The Company will advise SPAC, promptly after receiving notice thereof, of the time when the Proxy Proxy/Registration Statement is filed 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 ADSs and Company 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 amendment of the Proxy/Registration Statement or any Transaction Filings or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide SPAC a reasonable opportunity to provide comments and amendments to any such filing. The Company and SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement or any Transaction Filings and any amendment to the Proxy/Registration Statement or any Transaction Filings filed in response thereto. (iii) If, at any time prior to the time it becomes effective under First Effective Time, any event or circumstance relating to SPAC or the Securities ActCompany, contain or their respective officers or directors, should be discovered by SPAC or the Company which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that any of such documents would not include an 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 statement statements therein, in light of the circumstances under which they are were made, not misleading, the Party that discovers such information shall promptly inform the other Party(ies). Thereafter, the Company and SPAC shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information to be promptly filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution and delivery of this Agreement, Acquiror the Company and SPAC shall jointly prepare, and the Company shall cooperate and prepare and Acquiror shall file with the SEC SEC, a merger proxy registration statement on Form S-4 F-4 (together with as amended or supplemented from time to time, and including the amendments thereof or supplements theretoProxy Statement, the "Proxy “Proxy/Registration Statement"”) in connection with relating to (x) the SPAC Shareholders’ Meeting to approve and adopt the Transaction Proposals and (y) the registration under the Securities Act of the Acquiror Company Ordinary Shares to be issued pursuant to this Agreement representing the Merger Consideration, the Company Warrants and the approval by stockholders Company Ordinary Shares issuable upon exercise of the Company of the MergerWarrants. As promptly as practicable after the execution and delivery of this Agreement, the Company shall prepare for inclusion in the Proxy Registration Statement the information relating to the merger and approval of the merger by stockholders Each of the Company and any other information relating SPAC shall use their respective reasonable best efforts to (1) cause the Company which would be included Proxy/Registration Statement when filed with the SEC to comply in a merger proxy statement of the Company relating all material respects with all Laws applicable thereto under the and rules and regulations of promulgated by the SEC. Such information furnished by , (2) respond as promptly as reasonably practicable to and resolve all comments received from the Company shall include SEC concerning the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Proxy/Registration Statement, use all reasonable efforts to have or (3) cause the Proxy Proxy/Registration Statement to become be declared effective under the Securities Act as promptly as practicablepracticable 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 Company and SPAC shall take all or any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of Acquiror Company Ordinary Shares and Company Warrants pursuant to this Agreement Agreement. Each of the Company and approval of this Agreement SPAC 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, and the Merger Company and SPAC shall furnish all information respectively, concerning SPAC and the Company and 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 do so within five (5) Business Days of such finalization and effectiveness) mail the Proxy/Registration Statement to the SPAC Shareholders. Each of the Company and SPAC 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 stockholders 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 the Company, SPAC, or their respective Affiliates to any Governmental Authority (including the Stock Exchange) in connection with the Transactions (collectively, the “Transaction Filings”). None Subject to Section 10.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay fifty percent (50%) of the information supplied by any party hereto for inclusion fees, costs and expenses incurred in connection with the Proxy preparation, filing and mailing of the Proxy/Registration Statement in connection with the Transactions. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement or the Transaction Filings will at be mutually prepared and agreed upon by the Company and SPAC. The Company will advise SPAC, promptly after receiving notice thereof, of the time when the Proxy Proxy/Registration Statement is filed 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 and Company 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 amendment of the Proxy/Registration Statement or any Transaction Filings or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide SPAC a reasonable opportunity to provide comments and amendments to any such filing. The Company and SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement or any Transaction Filings and any amendment to the Proxy/Registration Statement or any Transaction Filings filed in response thereto. (iii) If, at any time prior to the time it becomes effective under First Effective Time, any event or circumstance relating to SPAC or the Securities ActCompany, contain or their respective officers or directors, should be discovered by SPAC or the Company which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that any of such documents would not include an 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 statement statements therein, in light of the circumstances under which they are were made, not misleading, the Party that discovers such information shall promptly inform the other Party(ies). Thereafter, the Company and SPAC shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information to be promptly filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

Proxy/Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, Acquiror (i) Parent and the Company shall cooperate jointly prepare a single document (the “Proxy Statement/Prospectus”) that will constitute both (i) the Company Proxy Statement and prepare (ii) the prospectus to be included in Parent’s Registration Statement, and Acquiror (ii) Parent shall file the Registration Statement with the SEC a merger proxy registration statement on Form S-4 (together with the amendments thereof or supplements thereto, the "Proxy Registration Statement") in connection with the registration under the Securities Act of the Acquiror Shares to be issued pursuant to this Agreement SEC. Parent and the approval by stockholders of the Company of the Merger. As promptly as practicable after the execution and delivery of this Agreement, the Company shall prepare for inclusion in cause the Proxy Registration Statement Statement/Prospectus to comply as to form and substance in all material respects with the information relating to the merger requirements of Laws. Parent and approval of the merger by stockholders of the Company and any other information relating to the Company which would be included in a merger proxy statement of the Company relating thereto under the rules and regulations of the SEC. Such information furnished by the Company shall include the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Registration Statement, use all their reasonable best efforts to have or cause the Proxy Registration Statement to become effective as promptly as practicablepracticable (the date of effectiveness being the “Registration Statement Effective Date”). Parent shall use reasonable best efforts to obtain, and take any action required prior to be taken under any applicable federal or the effectiveness of the Registration Statement, all state securities laws or “Blue Sky” permits, approvals or exceptions as required to consummate the transactions contemplated hereby. Each of Parent and the Company shall immediately notify the other of any communication from the SEC (and, to the extent such communication is in writing, provide to the other a copy of such communication) concerning the Registration Statement or the Proxy Statement/Prospectus. Parent or the Company each shall furnish all information concerning itself as the other party may reasonably request in connection with the issuance preparation of Acquiror Shares pursuant the Proxy Statement/Prospectus and each shall cause (so far as it is legally capable of causing) its accountants to this Agreement assist with the furnishing of such information. As promptly as practicable after the Registration Statement Effective Date, the proxy statement and approval of this Agreement and prospectus included in the Merger by Proxy Statement/Prospectus (collectively, the “Proxy Materials”) shall be mailed to the stockholders of the Company. (b) Subject to Section 5.4, no amendment or supplement to the Proxy Statement/Prospectus shall be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned. None Each of Parent and the Company shall promptly advise the other upon becoming aware of (i) the time when the Registration Statement has become effective or any supplement or amendment has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification of Parent Ordinary Shares issuable in connection with the Merger for offering or sale in any jurisdiction or (iv) any comments, responses or requests from the SEC relating to the Registration Statement or Proxy Statement/Prospectus or any of the transactions contemplated by this Agreement. (c) The information supplied by any party hereto the Company for inclusion in the Proxy Statement/Prospectus shall not, at (i) the Registration Statement will at Effective Date, (ii) the time the Proxy Registration Statement is filed with Materials (or any amendment of or supplement to the SEC and at Proxy Materials) are first mailed to the stockholders of the Company, (iii) the time it becomes effective under of the Securities ActCompany Stockholders Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement/Prospectus or necessary in order to make the statement thereinstatements in the Proxy Statement/Prospectus not misleading. If, at any time prior to the Effective Time, any information relating to the Company or any of its Subsidiaries should be discovered by the Company that should be set forth in light an amendment or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material respects with the applicable requirements of the circumstances under which they DGCL, the Securities Act and the Exchange Act. (d) The information supplied by Parent for inclusion in the Proxy Statement/Prospectus and in any other filing with the SEC by the Company shall not, at (i) the Registration Statement Effective Date, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are madefirst mailed to the stockholders of the Company, (iii) the time of the Company Stockholders Meeting, (iv) the Effective Time and (v) at the time such document is filed with or submitted to the SEC, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement/Prospectus or necessary in order to make the statements in the Proxy Statement/Prospectus not misleading. If, at any time prior to the Effective Time, any information relating to Parent or any of its Subsidiaries should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the Exchange Act. (e) Subject to Section 5.4(d)(ii) or 5.4(d)(iii), the Company Proxy Statement shall include the Company Board Recommendation.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution and delivery of this Agreement, Acquiror the Company and SPAC shall jointly prepare, and the Company shall cooperate and prepare and Acquiror shall file with the SEC SEC, a merger proxy registration statement on Form S-4 F-4 (together with as amended or supplemented from time to time, and including the amendments thereof or supplements theretoProxy Statement, the "Proxy “Proxy/Registration Statement"”) in connection with relating to (x) the SPAC Shareholders’ Meeting to approve and adopt the Transaction Proposals and (y) the registration under the Securities Act of the Acquiror Shares to be issued pursuant to this Agreement and the approval by stockholders of the Company of the MergerRegistrable Securities. As promptly as practicable after the execution and delivery of this Agreement, the Company shall prepare for inclusion in the Proxy Registration Statement the information relating to the merger and approval of the merger by stockholders Each of the Company and any other information relating SPAC shall use their respective commercially reasonable efforts to (1) cause the Company which would be included Proxy/Registration Statement when filed with the SEC to comply in a merger proxy statement of the Company relating all material respects with all Laws applicable thereto under the and rules and regulations of promulgated by the SEC. Such information furnished by , (2) respond as promptly as reasonably practicable to and resolve all comments received from the Company shall include SEC concerning the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Proxy/Registration Statement, use all reasonable efforts to have or (3) cause the Proxy Proxy/Registration Statement to become be declared effective under the Securities Act as promptly as practicablepracticable 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 Company and SPAC shall take all or any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of Acquiror Company Ordinary Shares and Company Warrants pursuant to this Agreement Agreement. Each of the Company and approval of this Agreement SPAC 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 Merger Company and SPAC shall furnish all information respectively, concerning SPAC and the Company and 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 the Company and SPAC 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 stockholders 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 the Company, SPAC, or their respective Affiliates to any Governmental Authority (including Nasdaq) in connection with the Transactions. None Subject to Section 10.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for and pay one-half of the information supplied by any party hereto cost for inclusion in the Proxy preparation, filing and mailing of the Proxy/Registration Statement and other related fees. 72 (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will at be mutually prepared and agreed upon by the Company and SPAC. The Company will advise SPAC, promptly after receiving notice thereof, of the time when the Proxy Proxy/Registration Statement is filed 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 and Company 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 amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide SPAC a reasonable opportunity to provide comments and amendments to any such filing. The Company and SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the 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 time it becomes effective under First Effective Time, any event or circumstance relating to SPAC or the Securities ActCompany, contain or their respective officers or directors, should be discovered by SPAC or the Company which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that any of such documents would not include an 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 statement statements therein, in light of the circumstances under which they are were made, not misleading., the Party that discovers such information shall promptly inform the other Party(ies). Thereafter, the Company and SPAC shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information to be promptly filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders. 73

Proxy/Registration Statement. (a) As promptly as practicable after possible following the execution and delivery of this AgreementExecution Date, Acquiror Parent and the Company shall cooperate and jointly prepare and Acquiror shall file with the SEC a merger single document (the “Proxy/Registration Statement”) that will constitute a proxy statement (the “Proxy Statement”) relating to the special meeting of the stockholders of Parent (the “Parent Shareholder Meeting”) to be held to consider the issuance of Parent Shares in connection with the Merger and, if Parent determines in its sole discretion that it is required, a registration statement on Form S-4 (together with the amendments thereof or supplements thereto, the "Proxy Registration Statement") in connection with relating to the registration under the Securities Act of the Acquiror Parent Shares to be issued pursuant in the Merger (the “Registration Statement”). Parent and the Company shall ensure the Proxy/Registration Statement includes all information required under applicable Legal Requirements to this be furnished to the holders of Parent Shares in connection with the Agreement and the approval by stockholders transactions contemplated hereby, and complies as to form and substance in all material respects with the applicable Legal Requirements. Parent and the Company each shall furnish all information concerning itself as the other party may reasonably request in connection with the preparation of the Company of the MergerProxy/Registration Statement. As promptly as practicable after the execution Parent and delivery of this Agreement, the Company shall prepare use its commercially reasonable efforts to get clearance for inclusion in the Proxy Registration Statement the information relating to the merger and approval of the merger by stockholders of the Company and any other information relating to the Company which would be included in a merger proxy statement of the Company relating thereto under the rules and regulations of the SEC. Such information furnished by the Company shall include SEC (the recommendation of “Proxy Clearance Date”) as soon as is practicable following the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Registration StatementStatement with the SEC and, if applicable, Parent and the Company shall use all commercially reasonable efforts to have or cause the Proxy Registration Statement to become effective as promptly as practicablepracticable (the date of effectiveness being the “Registration Statement Effective Date”). Parent shall as soon as reasonably practicable (i) notify the Company of the receipt of any comments from the SEC with respect to the Proxy/Registration Statement and any request by the SEC for any amendment to the Proxy/Registration Statement or for additional information and (ii) provide the Company with copies of all correspondence between Parent and its representatives, on the one hand, and take the SEC, on the other hand, with respect to the Proxy Statement. As promptly as practicable after the Proxy Clearance Date or, if applicable, the Registration Statement Effective Date, the proxy statement and, if applicable, the prospectus, included in the Proxy/Registration Statement (collectively, the “Proxy Materials”) shall be mailed to the stockholders of Parent. (b) No amendment or supplement to the Proxy/Registration Statement shall be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Each of Parent and the Company shall promptly advise the other upon becoming aware of (i) the time when the Proxy Statement has been cleared by the SEC or, if applicable, the Registration Statement has become effective or any action required to be taken under supplement or amendment has been filed, (ii) the issuance of any applicable federal or state securities laws stop order, (iii) the suspension of the qualification of Parent Shares issuable in connection with the issuance of Acquiror Shares pursuant Merger for offering or sale in any jurisdiction or (iv) any comments, responses or requests from the SEC relating to this Agreement and approval of this Agreement and the Merger by stockholders Proxy Materials or, if applicable, the Registration Statement or any of the Company. None of the transactions contemplated by this Agreement. (c) The information supplied by any party hereto Parent for inclusion in the Proxy /Registration Statement will not, at (i) the Registration Statement will at Effective Date, if applicable, (ii) the time the Proxy Registration Statement is filed with Materials (or any amendment of or supplement to the SEC and at Proxy Materials) are first mailed to the shareholders of Parent, (iii) the time it becomes effective under of the Securities ActCompany Shareholder Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy/Registration Statement or necessary in order to make the statement thereinstatements in the Proxy/Registration Statement not misleading. If, at any time prior to the Effective Time, any information relating to Parent or any of its Subsidiaries should be discovered by Parent that should be set forth in light an amendment or a supplement to the Proxy/Registration Statement, Parent shall promptly inform the Company. (d) The information supplied by the Company for inclusion in the Proxy /Registration Statement will not, at (i) the Registration Statement Effective Date, if applicable, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the shareholders of Parent, (iii) the time of the circumstances under which they are madeParent Shareholders Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy/Registration Statement or necessary in order to make the statements in the Proxy/Registration Statement not misleading. If, at any time prior to the Effective Time, any information relating to the Company or any of its Subsidiaries should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform Parent.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution and delivery of this Agreement, Acquiror SPAC, the Acquisition Entities and the Company shall cooperate prepare, and prepare and Acquiror PubCo shall file with the SEC SEC, a merger proxy registration statement on Form S-4 Registration Statement (together with as amended or supplemented from time to time, and including the amendments thereof or supplements theretoProxy Statement, the "Proxy “Proxy/Registration Statement"”) in connection with relating to (x) the SPAC Shareholders’ Meeting to approve and adopt the Transaction Proposals and (y) the registration under the Securities Act of the Acquiror Shares Registrable Securities. SPAC, the Acquisition Entities and the Company each 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 issued pursuant to this Agreement and declared effective under the approval by stockholders of the Company of the Merger. As Securities Act as promptly as practicable after and (4) keep the execution and delivery of this Agreement, the Company shall prepare for inclusion in the Proxy Proxy/Registration Statement effective as long as is necessary to consummate the information relating Transactions. Prior to the merger and approval effective date of the merger by stockholders of the Company and any other information relating to the Company which would be included in a merger proxy statement of the Company relating thereto under the rules and regulations of the SEC. Such information furnished by the Company shall include the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Proxy/Registration Statement, use the Company, SPAC and PubCo shall take all reasonable efforts to have or cause the Proxy Registration Statement to become effective as promptly as practicable, and take any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of Acquiror PubCo Ordinary Shares and PubCo Warrants pursuant to this Agreement and approval of this Agreement and the Merger by stockholders Agreement. Each of the Company, SPAC and PubCo 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. None As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, SPAC shall, and shall use commercially reasonable efforts to, within ten (10) Business Days of such finalization and effectiveness, mail the Proxy/Registration Statement to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other parties all information supplied 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 party hereto 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, PubCo, the Company or their respective Affiliates to any Governmental Authority (including Nasdaq) in connection with the Transactions. Subject to Section 11.6, the Company, on the one hand, and SPAC, on the other, shall each be responsible for inclusion in and pay one-half of the Proxy cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees. (ii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will at be mutually prepared and agreed upon by SPAC, PubCo and the Company. PubCo will advise the Company and SPAC, promptly after receiving notice thereof, of the time when the Proxy Proxy/Registration Statement is 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 PubCo Ordinary Shares and PubCo 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 amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company and SPAC a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the 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 Initial Merger Effective Time, any event or circumstance relating to SPAC, an Acquisition Entity or their respective officers or directors, should be discovered by SPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, SPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Initial Merger Effective Time, any event or circumstance relating to the Company, any of its Subsidiaries or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform SPAC and PubCo. Thereafter, SPAC, PubCo and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and SPAC and PubCo shall promptly file such amendment or supplement with the SEC and at and, to the time it becomes effective under extent required by Law, disseminate such amendment or supplement to 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 in order to make the statement therein, in light of the circumstances under which they are made, not misleadingSPAC Shareholders.

Proxy/Registration Statement. (i) As promptly as reasonably practicable after the execution and delivery of this Agreement, Acquiror the Company and SPAC shall jointly prepare, and the Company shall cooperate and prepare and Acquiror shall file with the SEC SEC, a merger proxy registration statement on Form S-4 F-4 (together with as amended or supplemented from time to time, and including the amendments thereof or supplements theretoProxy Statement, the "Proxy “Proxy/Registration Statement"”) in connection with relating to (x) the SPAC Shareholders’ Meeting to approve and adopt the Transaction Proposals and (y) the registration under the Securities Act of the Acquiror Shares to be issued pursuant to this Agreement and the approval by stockholders of the Company of the MergerRegistrable Securities. As promptly as practicable after the execution and delivery of this Agreement, the Company shall prepare for inclusion in the Proxy Registration Statement the information relating to the merger and approval of the merger by stockholders Each of the Company and any other information relating SPAC shall use their respective commercially reasonable efforts to (1) cause the Company which would be included Proxy/Registration Statement when filed with the SEC to comply in a merger proxy statement of the Company relating all material respects with all Laws applicable thereto under the and rules and regulations of promulgated by the SEC. Such information furnished by , (2) respond as promptly as reasonably practicable to and resolve all comments received from the Company shall include SEC concerning the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger (subject to Section 7.10 hereof). Acquiror and the Company will cooperate in the production and filing of the Proxy Proxy/Registration Statement, use all reasonable efforts to have or (3) cause the Proxy Proxy/Registration Statement to become be declared effective under the Securities Act as promptly as practicablepracticable 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 Company and SPAC shall take all or any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of Acquiror Company Ordinary Shares and Company Warrants pursuant to this Agreement Agreement. Each of the Company and approval of this Agreement SPAC 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 Merger Company and SPAC shall furnish all information respectively, concerning SPAC and the Company and 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 the Company and SPAC 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 stockholders 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 the Company, SPAC, or their respective Affiliates to any Governmental Authority (including Nasdaq) in connection with the Transactions. None of Subject to (ii) Any filing of, or amendment or supplement to, the information supplied by any party hereto for inclusion in the Proxy Proxy/Registration Statement will at be mutually prepared and agreed upon by the Company and SPAC. The Company will advise SPAC, promptly after receiving notice thereof, of the time when the Proxy Proxy/Registration Statement is filed 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 and Company 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 amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide SPAC a reasonable opportunity to provide comments and amendments to any such filing. The Company and SPAC shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the 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 time it becomes effective under First Effective Time, any event or circumstance relating to SPAC or the Securities ActCompany, contain or their respective officers or directors, should be discovered by SPAC or the Company which is required to be set forth in an amendment or a supplement to the Proxy/Registration Statement so that any of such documents would not include an 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 statement statements therein, in light of the circumstances under which they are were made, not misleading, the Party that discovers such information shall promptly inform the other Party(ies). Thereafter, the Company and SPAC shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information to be promptly filed with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.