Common use of Proxy/Registration Statement Clause in Contracts

Proxy/Registration Statement. The information supplied by the Company or any of its Subsidiaries in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is filed in accordance with Rule 424(b) of the Securities Act and/or pursuant to Section 14A of the Exchange Act or declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to (i) the Acquiror Shareholders and (ii) the Company Shareholders, and (c) the time of (i) the Acquiror Shareholders’ Meeting and (ii) 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. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Acquiror, its Affiliates or their respective Representatives on their respective behalf.

Proxy/Registration Statement. The Except as set forth on Section 5.18 of the Acquiror Disclosure Letter, the information supplied by the Company or any of its Subsidiaries Acquiror in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is filed in accordance with Rule 424(b) of the Securities Act and/or pursuant to Section 14A of the Exchange Act or declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to (i) the Acquiror Shareholders and (ii) the Company Shareholders, and (c) the time of (i) the Acquiror Shareholders’ Meeting and (ii) 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. Notwithstanding the foregoing, the Company Acquiror makes no representation, warranty or covenant with respect to any information supplied by or on behalf of Acquirorthe Company, its Affiliates Subsidiaries or their respective Representatives on their respective behalf.

Proxy/Registration Statement. The information supplied or to be supplied by the Company or Company, any of its Subsidiaries or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is filed in accordance with Rule 424(b) of the Securities Act and/or pursuant to Section 14A of the Exchange Act or declared effectiveStatement, (b) the time the Proxy/Registration Statement (any current report on Form 8-K, and in any exhibits thereto or any amendment thereof other report, form, registration or supplement theretoother filing made with any Governmental Authority or stock exchange (including the SEC) is first mailed with respect to (i) the Acquiror Shareholders and (ii) the Company ShareholdersTransaction, and or (c) the mailings or other distributions to SPAC Shareholders and/or prospective investors and the Company Shareholders with respect to the Transaction will, when filed, made available, mailed or distributed, or at the time of (i) the Acquiror Shareholders’ Meeting and (ii) the Company Shareholders’ Meeting or the SPAC Shareholders’ Meeting, as the case may be, does not 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. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of AcquirorSPAC, its Affiliates or their respective Representatives on their respective behalfRepresentatives.