Common use of Proxy Solicitation; Other Actions Clause in Contracts

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 8.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, (A) no later than April 15, 2017, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries as of and for the year ended December 31, 2016 prepared in accordance with GAAP and Regulation S-X and (B) no later than May 15, 2017, unaudited financial statements for PRN Group for the interim periods ended March 31, 2015 and March 31, 2016 prepared in accordance with GAAP and Rule 3-05 of Regulation S-X. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Proxy Statement/Prospectus and (ii) responding in a timely manner to comments on the Proxy Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with the preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC).

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 8.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, (A) as soon as reasonably practicable after the date hereof and, in any event, no later than April 15December 19, 20172021, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders unitholders’ equity of the Company and its Subsidiaries as of and for the year years ended December 31, 2016 2019 and December 31, 2020, audited in accordance with the standards of the Public Company Accounting Oversight Board, and unaudited interim financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of unitholders’ equity of the Company as of and for the quarters ended September 30, 2020 and September 30, 2021, in each case, prepared in accordance with GAAP and Regulation S-X and (B) no later than May 15, 2017, unaudited financial statements for PRN Group for the interim periods ended March 31, 2015 and March 31, 2016 prepared in accordance with GAAP and Rule 3-05 of Regulation S-X. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Proxy Statement/Prospectus Registration Statement and (ii) responding in a timely manner to comments on the Proxy Statement/Prospectus Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with the Acquiror’s preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees to will use its commercially reasonable efforts to (i) promptly provide to Acquiror with on or before April 30, 2023, for inclusion in the information and financial statements listed on Schedule 8.07 Registration Statement, to be included in filed by Acquiror hereunder, the Proxy Statement/Prospectus and (ii) provide Acquiror, (A) no later than April 15, 2017, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, redeemable preferred stock and shareholders deficit and statements of stockholders equity of the Company and its Subsidiaries cash flows as of and for the year ended December 31periods as are required by the SEC for the purposes of the Registration Statement), 2016 together with the auditor’s reports thereon (the “SEC Financial Statements”), and the unaudited financial statements including balance sheets, statements of operations, statements of redeemable preferred stock and shareholders’ deficit and statements of cash flows as of and for such periods as are required by the SEC for the purposes of the Registration Statement) (the “Unaudited SEC Financial Statements” and, together with the SEC Financial Statements, the “Consolidated Financial Statements”), in each case, prepared in accordance with GAAP and Regulation S-X under the Securities Act (except (x) as otherwise noted therein to the extent permitted by Regulation S-X under the Securities Act and (By) no later than May 15in the case of the Unaudited SEC Financial Statements, 2017, unaudited financial statements for PRN Group for subject to normal and recurring year-end adjustments and the interim periods ended March 31, 2015 absence of notes thereto) and March 31, 2016 prepared audited in accordance with GAAP and Rule 3-05 the auditing standards of Regulation S-X. the PCAOB. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Proxy Statement/Prospectus and (ii) responding in a timely manner to comments on the Proxy Statement/Prospectus Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with the preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC).

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 8.07 6.9 to be included in the Proxy Statement/Prospectus Statement and (ii) to provide Acquiror, (A) no later than April 15March 16, 20172015, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries as of and for the year ended December 31, 2016 prepared 2014 as required by, and in accordance with GAAP and Regulation S-X and (B) no later than May 15, 2017, unaudited financial statements for PRN Group for the interim periods ended March 31, 2015 and March 31, 2016 prepared in accordance compliance with GAAP and Rule 3-05 of Regulation S-X. X (the information to be provided pursuant to clauses (i) and (ii), the “Required Information”). The Company shall use commercially reasonable efforts to be available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Proxy Statement/Prospectus Statement and (ii) the responding in a timely manner to comments on the Proxy Statement/Prospectus Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with the preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC).

Proxy Solicitation; Other Actions. (a) The Company agrees has provided or will provide to use commercially reasonable efforts to (i) promptly provide Acquiror with Acquiror, for inclusion in the information and financial statements listed on Schedule 8.07 Registration Statement, to be included in filed by Acquiror hereunder, the Proxy Statement/Prospectus and (ii) provide Acquiror, (A) no later than April 15, 2017, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, stockholders’ deficit and statements of stockholders equity of the Company and its Subsidiaries cash flows as of and for the year years ended December 31, 2016 2020 and 2021, and the unaudited financial statements including balance sheets, statements of operations, statements of stockholders’ deficit, and statements of cash flows as of and for the six-month period ended June 30, 2022 and, if necessary, the unaudited financial statements including balance sheets, statements of operations, statements of stockholders’ deficit, and statements of cash flows as of and for the six-month period ended June 30, 2022, in each case, prepared in accordance with GAAP and Regulation S-X and under the Securities Act (Bexcept (x) no later than May 15as otherwise noted therein to the extent permitted by Regulation S-X under the Securities Act, 2017and, unaudited in the case of such audited financial statements for PRN Group for the interim periods ended March 31statements, 2015 and March 31, 2016 prepared audited in accordance with GAAP PCAOB auditing standards by a PCAOB qualified auditor and Rule 3(y) in the case of the unaudited financial statements, subject to normal and recurring year-05 end adjustments and the absence of Regulation S-X. notes thereto). The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, to Acquiror and its counsel in connection with (i) the drafting of the Proxy Statement/Prospectus and (ii) responding in a timely manner to comments on the Proxy Statement/Prospectus Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with the preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC).70

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 8.07 7.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, (A) no later than April 1518, 20172019, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries as of and for the year years ended December 31, 2016 2018, December 31, 2017 and December 31, 2016, in each case, prepared in accordance with GAAP and Regulation S-X and (B) no later than May 15, 2017, unaudited financial statements for PRN Group for the interim periods ended March 31, 2015 and March 31, 2016 prepared audited in accordance with GAAP and Rule 3-05 of Regulation S-X. the Public Company Accounting Oversight Board’s standards applicable to SEC registrants. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Proxy Statement/Prospectus and (ii) responding in a timely manner to comments on the Proxy Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with the preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC).

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable efforts to provide Acquiror not later than July 28, 2020, (i) promptly provide Acquiror with the information and financial statements listed on Schedule 8.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, (A) no later than April 15, 2017, audited financial statements, including consolidated balance sheetssheets as of December 31, 2019 and December 31, 2018 and consolidated statements of operationsincome and comprehensive income, statements of shareholder’s equity and cash flows, and statements of stockholders equity of the Company and its Subsidiaries as of and for the year years ended December 31, 2016 2019, December 31, 2018 and December 31, 2017, in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB (Bprovided, that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered upon the initial filing of the Proxy Statement with the SEC), and (ii) no later than May 15, 2017, unaudited financial statements, including consolidated condensed balance sheets and consolidated condensed statements for PRN Group of income and comprehensive income, shareholder’s equity and cash flows, of the Company and its Subsidiaries as at and for the interim periods three-months ended March 31, 2015 2020 and March 31, 2016 2019, in each case, prepared in accordance with GAAP and Rule 3-05 of Regulation S-X. The Company shall be available to, and the Company and its Subsidiaries shall use commercially reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (iA) the drafting of the Proxy Statement/Prospectus Statement and (iiB) responding in a timely manner to comments on the Proxy Statement/Prospectus Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with the preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC).

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable best efforts to (i) promptly provide Acquiror with the information and financial statements listed on Schedule 8.07 to be included in the Proxy Statement/Prospectus and (ii) provide Acquiror, (A) no later than April 15as soon as reasonably practicable after the date hereof to the extent required by applicable Law, 2017including the Exchange Act, audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries as of and for the year years ended December 31, 2016 2018, December 31, 2019 and December 31, 2020, in each case, prepared in accordance with GAAP and Regulation S-X and (B) no later than May 15, 2017, unaudited financial statements for PRN Group for the interim periods ended March 31, 2015 and March 31, 2016 prepared audited in accordance with GAAP and Rule 3-05 the standards of Regulation S-X. the Public Company Accounting Oversight Board. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror and its counsel in connection with (i) the drafting of the Proxy Statement/Prospectus Registration Statement and (ii) responding in a timely manner to comments on the Proxy Statement/Prospectus Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror in connection with the Acquiror’s preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC)) to the extent such pro forma financial statements are required by Form S-4.

Proxy Solicitation; Other Actions. (a) The Company agrees As soon as practicable, but in any case prior to use commercially reasonable efforts to (i) promptly provide Acquiror the initial filing of the Registration Statement with the information and financial statements listed on Schedule 8.07 SEC, the Company will have provided to CBAH, for inclusion in the Registration Statement, to be included in filed by CBAH on the Proxy Statement/Prospectus and (ii) provide Acquirordate hereof, (A) no later than April 15, 2017, the audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, stockholders’ equity (deficit) and statements of stockholders equity of the Company and its Subsidiaries cash flows as of and for the year years ended December 31, 2016 2019 and 2020, together with any other financial statements of the Company that are required to be included in the Registration Statement at the time of its initial filing pursuant to applicable SEC rules, in each case, prepared in accordance with GAAP and Regulation S-X and under the Securities Act (Bexcept (x) no later than May 15, 2017, unaudited financial statements for PRN Group for as otherwise noted therein to the interim periods ended March 31, 2015 and March 31, 2016 prepared in accordance with GAAP and Rule 3-05 of extent permitted by Regulation S-X. X under the Securities Act and (y) in the case of the unaudited financial statements, subject to normal and recurring year-end adjustments and the absence of notes thereto). The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their its officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror CBAH and its counsel in connection with (i) the drafting of the Proxy Statement/Prospectus and (ii) responding in a timely manner to comments on the Proxy Statement/Prospectus Registration Statement from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror CBAH in connection with the preparation for inclusion in the Proxy Statement/Prospectus 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 staff of the SEC).

Proxy Solicitation; Other Actions. (a) The Company agrees to use commercially reasonable efforts to (i) to, as promptly as practicable, provide Acquiror the following in connection with the information AAC’s initial filing of the Form S-4 and financial statements listed on Schedule 8.07 to be included in the Proxy Statement/Prospectus and with the SEC: (iii) provide Acquiror, (A) no later than April 15, 2017, audited financial statements, including consolidated balance sheets, statements of operationsincome, statements of members’ equity and cash flows, and statements of stockholders equity flows of the Company and its Subsidiaries as of and for the year years ended December 31, 2016 2020 and 2019 and consolidated balance sheets as of December 31, 2020 and 2019, in each case, prepared in accordance with GAAP and Regulation S-X and (B) no later than May 15audited in accordance with the auditing standards of the PCAOB, 2017, unaudited financial statements for PRN Group for the interim periods ended March 31, 2015 and March 31, 2016 prepared in accordance with GAAP and Rule 3Regulation S-05 X; and (ii) unaudited financial statements, including a consolidated statement of income, members’ equity and cash flows of the Company and its Subsidiaries for the fiscal quarters ended March 31, 2021 and 2020 and a consolidated balance sheets as of March 31, 2021 and 2020, in each case, prepared in accordance with GAAP and Regulation S-X. The Company shall be available to, and the Company and its Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Acquiror AAC and its counsel in connection with (iA) the drafting of the Form S-4 and Proxy Statement/Prospectus Prospectus, and (iiB) responding in a timely manner to comments on the Form S-4 and Proxy Statement/Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Acquiror AAC in connection with the preparation for inclusion in the Form S-4 and Proxy Statement/Prospectus 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 staff of the SEC).