Common use of Special Meeting Clause in Contracts

Special Meeting. SPAC will take, in accordance with applicable Law, Nasdaq rules and its Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement to the stockholders of SPAC as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Stockholder Matters and to cause such vote to be taken and (ii) provide stockholders of SPAC with the opportunity to elect to effect a SPAC Stockholder Redemption. SPAC shall postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of SPAC Common Stock represented (either in person or by proxy) and voting to approve the SPAC Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company determines the payments for the SPAC Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Statement. SPAC shall, following the Proxy Clearance Date, use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the SPAC Stockholder Matters and shall include in the Proxy Statement the SPAC Board Recommendation. SPAC shall keep the Company reasonably informed regarding all matters relating to the SPAC Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC (i) Acquiror will use its reasonable best efforts to take, in accordance with applicable Law, Nasdaq NASDAQ rules and its the Acquiror Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders the Acquiror Stockholders (as adjourned or postponed, the “Special Meeting”) ), as promptly as reasonably practicable after the Proxy Clearance Date (Date, and will establish a record date for, give notice of and Acquiror shall commence the mailing of the Proxy Statement to the stockholders of SPAC Acquiror Stockholders as promptly as practicable after the Proxy Clearance Date), to (iA) consider and vote upon the approval of the SPAC Acquiror Stockholder Matters and to cause such vote to be taken and (iiB) provide stockholders of SPAC Acquiror Stockholders with the opportunity to elect to effect a SPAC Acquiror Stockholder Redemption. SPAC shall Acquiror may only elect to postpone or adjourn such meeting on each and every occasion if (x1) a postponement or adjournment is required by Law, Law or (y2) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy StatementStatement / Prospectus) there are insufficient shares of SPAC Acquiror Common Stock represented (either in person or by proxy) and voting to approve the SPAC Acquiror Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company determines the payments for the SPAC Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event that any adjournment or postponement by Acquiror pursuant to the foregoing clause (2) shall SPAC be required to adjourn or postpone require the Special Meeting more than six weeks from the initial date prior written consent of the Special Meeting set forth in the Proxy StatementCompany (not to be unreasonably withheld, conditioned or delayed). SPAC Acquiror shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit obtain the approval of the Acquiror Stockholder Matters at the Special Meeting, including by soliciting from its stockholders the Acquiror Stockholders proxies in favor of the SPAC Acquiror Stockholder Matters and shall as promptly as possible and, except in the event of a Change in Recommendation in accordance with Section 8.02(b)(ii), to include in the Proxy Statement / Prospectus the SPAC Acquiror Board RecommendationRecommendation and shall use its reasonable best efforts take all other action necessary or advisable to secure the required vote or consent of the Acquiror Stockholders with respect to the Acquiror Stockholder Matters. SPAC Acquiror shall keep the Company reasonably informed regarding all matters relating to the SPAC Acquiror Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC Acquiror in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC will take, in accordance shall use its reasonable best efforts to market and promote (subject to compliance with applicable LawLaws) the Transactions to holders of SPAC Shares and to obtain the approval of SPAC Shareholder Matters at the Special Meeting, Nasdaq rules and its Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement to the stockholders of SPAC including by soliciting proxies as promptly as practicable after in accordance with applicable Law for the Proxy Clearance Date), to (i) consider and vote upon purpose of seeking the approval of the SPAC Stockholder Shareholder Matters and taking all other actions (in SPAC’s discretion or reasonably requested by the UEC Parties) necessary or advisable to cause such vote to be taken and (ii) provide stockholders secure the approval of SPAC with the opportunity to elect to effect a SPAC Stockholder RedemptionShareholder Matters. SPAC shall postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, (y) as of include the time for which the Special Meeting is originally scheduled (as set forth SPAC Board Recommendation in the Proxy Statement) there are insufficient shares /Prospectus. The board of directors of SPAC Common Stock represented (either in person shall not change, withdraw, withhold, qualify or by proxy) and voting to approve the SPAC Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meetingmodify, or (z) SPAC publicly propose to change, withdraw, withhold, qualify or the Company determines the payments for the SPAC Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Statement. SPAC shall, following the Proxy Clearance Date, use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the SPAC Stockholder Matters and shall include in the Proxy Statement the SPAC Board Recommendation. SPAC shall keep the Company reasonably informed regarding all matters relating to the SPAC Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Mattersmodify, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of Recommendation for any determination to make such Change in Recommendationreason. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Shareholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance circumstance, and (B) SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting Meeting, and submit for the approval of its stockholders holders of SPAC Shares, the SPAC Stockholder Shareholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to (and, in the case of the following clauses (ii) and (iii), at the request of the Company, shall) postpone or adjourn the Special Meeting for a period of no longer than 10 days (without the Company’s prior written consent): (i) to ensure that any supplement or amendment to the Proxy Statement/Prospectus that the board of directors of SPAC has determined in good faith is required by applicable Law is disclosed to holders of SPAC Shares and for such supplement or amendment to be promptly disseminated to holders of SPAC Shares prior to the Special Meeting; (ii) if, as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient SPAC Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; or (iii) in order to solicit additional proxies from holders of SPAC Shares for purposes of obtaining approval of the Required SPAC Shareholder Proposal; provided that in the event of any such postponement or adjournment, the Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved; provided, further, that in no event shall SPAC postpone or adjourn the Special Meeting more than three times without Parent’s prior consent.

Special Meeting. SPAC (i) Acquiror will take, in accordance with applicable Law, Nasdaq rules and its Organizational Documents, all action necessary to give notice of and duly convene and hold a an extraordinary general meeting of its stockholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Registration Statement Effectiveness Date (and without the prior written consent of Blade, in no event later than thirty (30) Business Days after the Registration Statement Effectiveness Date, subject to any permitted postponement or adjournment as described below) and will establish a record date for, give notice of and commence the mailing of the Proxy Statement / Prospectus to the stockholders shareholders of SPAC Acquiror as promptly as practicable after the Proxy Clearance Registration Statement Effectiveness Date), to (iA) consider and vote upon the approval of the SPAC Stockholder Acquiror Shareholder Matters and to cause such vote to be taken and (iiB) provide stockholders shareholders of SPAC Acquiror with the opportunity to elect to effect a SPAC Stockholder an Acquiror Share Redemption. SPAC shall Acquiror may only elect to postpone or adjourn such meeting on each and every occasion without the prior written consent of Blade (not to be unreasonably withheld, delayed or conditioned) if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy StatementStatement / Prospectus) there are insufficient shares of SPAC Common Stock Acquiror Class A Ordinary Shares represented (either in person or by proxy) and voting to approve the SPAC Stockholder Acquiror Shareholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, Meeting or (z) SPAC or Acquiror determines that the Company determines the payments for the SPAC Stockholder Acquiror Share Redemption could reasonably be expected to cause the conditions in Section 9.01 9.01(e) or Section 9.01(h) to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Statement. SPAC shall, following the Proxy Clearance Date, use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the SPAC Stockholder Matters and Acquiror shall include in the Proxy Statement / Prospectus the SPAC Acquiror Board RecommendationRecommendation and, following the Registration Statement Effectiveness Date, shall, subject to a Change in Recommendation under clause (ii) below, use its reasonable best efforts to solicit from its shareholders’ proxies in favor of the Acquiror Shareholder Matters. SPAC Acquiror shall keep the Company Blade reasonably informed regarding all matters relating to the SPAC Stockholder Acquiror Shareholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC Acquiror in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC Acquiror will use its commercially reasonable efforts to take, in accordance with applicable Law, Nasdaq NYSE rules and its the Acquiror Organizational Documents, all action necessary to duly call, give notice of, convene and hold a an extraordinary general meeting of its stockholders shareholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Registration Statement to the stockholders of SPAC as promptly as practicable after the Proxy Clearance Effectiveness Date), to (i) consider and vote upon the approval of the SPAC Stockholder Acquiror Shareholder Matters and to cause such vote to be taken taken, and (ii) provide stockholders the shareholders of SPAC Acquiror with the opportunity to elect to effect a SPAC Stockholder Redemptionredemption of Acquiror Class A Ordinary Shares in exchange for a pro rata portion of the proceeds of the Trust Account. SPAC shall Acquiror may only elect (in consultation with the Company) to postpone or adjourn such meeting on each and every occasion if (xA) a postponement or adjournment is required by Law, (yB) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of SPAC Common Stock Acquiror Ordinary Shares represented (either in person or by proxy) and voting to approve the SPAC Stockholder Acquiror Shareholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, Meeting or (zC) SPAC a postponement or the Company determines the payments for the SPAC Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event shall SPAC be adjournment is required to adjourn or postpone provide additional time to consummate the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy StatementTransactions. SPAC Acquiror shall, following the Proxy Clearance Registration Statement Effectiveness Date, use its commercially reasonable efforts to solicit take all actions necessary (in its discretion or at the request of the Company) to obtain the approval of the Acquiror Shareholder Matters at the Special Meeting, including as such Special Meeting may be adjourned or postponed in accordance with this Agreement, including by soliciting from its stockholders proxies in favor of the SPAC Stockholder Acquiror Shareholder Matters and shall include including in the Proxy Statement the SPAC Acquiror Board Recommendation. SPAC Each party shall keep the Company other party reasonably informed regarding all matters relating to the SPAC Stockholder Acquiror Shareholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC such party in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstanceAcquiror Shareholder Redemptions.

Special Meeting. SPAC will takeThe Company shall use its reasonable best efforts to provide each of its stockholders entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than February 28, 2011 (or in the event that such proxy statement is subject to a full review by the SEC, March 31, 2011), a proxy statement, substantially in a form which shall have been previously reviewed by Xxxxxxxxx Traurig LLP, at the expense of the Company but in any event such expense not to exceed $10,000 without the prior written approval of the Company; soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for the approval of resolutions (“Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreements in accordance with applicable Law, Nasdaq law and the rules and its Organizational Documentsregulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, all action necessary to duly convene and hold a meeting of its stockholders (as adjourned or postponedthe date such Stockholder Approval is obtained, the “Special MeetingStockholder Approval Date”) as promptly as reasonably practicable after ), and the Proxy Clearance Date (Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and will establish a record date for, give notice to cause the Board of and commence the mailing Directors of the Proxy Statement Company to recommend to the stockholders of SPAC as promptly as practicable after that they approve such resolutions. The Company shall be obligated to seek to obtain the Proxy Clearance Date)Stockholder Approval by the Stockholder Meeting deadline set forth above. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to (i) consider such Stockholder Meeting deadline and vote upon the approval Company’s stockholders authorize an adjournment of the SPAC Stockholder Matters and Meeting to cause such vote to be taken and (ii) provide stockholders solicit additional proxies, then, for the sake of SPAC with the opportunity to elect to effect a SPAC Stockholder Redemption. SPAC shall postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Laweconomy, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of SPAC Common Stock represented (either in person or by proxy) and voting to approve the SPAC Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company determines shall so adjourn the payments for Stockholder Meeting and continue using its reasonable best efforts to solicit sufficient additional proxies to obtain the SPAC Stockholder Redemption could reasonably be expected to cause Approval through and until the conditions in Section 9.01 to not be satisfied at sooner of such time as the Closing; providedCompany obtains the Stockholder Approval or May 18, 2011. If, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from Company’s stockholders do not approve the initial date adjournment of the Special Meeting set forth in the Proxy Statement. SPAC shallStockholder Meeting, following the Proxy Clearance Date, use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the SPAC Stockholder Matters and shall include in the Proxy Statement the SPAC Board Recommendation. SPAC shall keep the Company reasonably informed regarding all matters relating shall cause an additional Stockholder Meeting to the SPAC Stockholder Matters and the Special Meetingbe held once in each subsequent calendar quarter thereafter, including by promptly furnishing any voting or proxy solicitation reports received by SPAC in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines provided however that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its have no obligation to establish a record date forseek Stockholder Approval after May 18, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance2011.

Special Meeting. SPAC Acquiror will take, in accordance with applicable Law, Nasdaq rules and its the Acquiror Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders shareholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement to the stockholders of SPAC Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Acquiror Stockholder Matters and to cause such vote to be taken and (ii) provide stockholders of SPAC Acquiror with the opportunity to elect to effect a SPAC an Acquiror Stockholder Redemption. SPAC shall Acquiror may only elect to postpone or adjourn such meeting on each and every occasion if (xw) a postponement or adjournment is required by Law, (yx) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of SPAC Acquiror Common Stock represented (either in person or by proxy) and voting to approve the SPAC Acquiror Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (zy) SPAC or the Company Acquiror determines the payments for the SPAC Acquiror Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 9.03(d) to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone (z) with the Special Meeting more than six weeks from the initial date prior consent of the Special Meeting set forth in Company Parties (which shall not be unreasonably withheld, conditioned, or delayed), if additional time is otherwise necessary to cause the Proxy Statementconditions to Closing to occur. SPAC Acquiror shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the SPAC Acquiror Stockholder Matters and shall include in the Proxy Statement the SPAC recommendation of the Acquiror Board Recommendationto vote in favor of each of the Acquiror Stockholder Matters. SPAC Acquiror shall keep the Company Parties reasonably informed regarding all matters relating to the SPAC Acquiror Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC Acquiror in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC (i) Acquiror will take, in accordance with applicable Law, Nasdaq rules and its Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement / Prospectus to the stockholders of SPAC Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Acquiror Stockholder Matters and to cause such vote to be taken and (ii) provide stockholders of SPAC Acquiror with the opportunity to elect to effect a SPAC Stockholder Acquiror Share Redemption. SPAC shall Acquiror may only elect to postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy StatementStatement / Prospectus) there are insufficient shares of SPAC Acquiror Common Stock represented (either in person or by proxy) and voting to approve the SPAC Acquiror Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company Acquiror determines the payments for the SPAC Stockholder Acquiror Share Redemption could reasonably be expected to cause the conditions in Section 9.01 9.03(d) to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Statement. SPAC Acquiror shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the SPAC Acquiror Stockholder Matters and shall include in the Proxy Statement / Prospectus the SPAC Acquiror Board Recommendation. SPAC Acquiror shall keep the Company reasonably informed regarding all matters relating to the SPAC Acquiror Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC Acquiror in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC Acquiror will take, in accordance with applicable Law, Nasdaq rules NYSE or NASDAQ rules, as applicable, and its the Acquiror Organizational Documents, all action necessary to duly convene and hold a an extraordinary general meeting of its stockholders shareholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date Registration Statement is declared effective (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement Statement/Prospectus to the stockholders shareholders of SPAC Acquiror as promptly as practicable after the Proxy Clearance Dateeffective date of the Registration Statement), to (i) consider and vote upon the approval of the SPAC Stockholder Acquiror Shareholder Matters and to cause such vote to be taken and (ii) provide stockholders shareholders of SPAC Acquiror with the opportunity to elect to effect a SPAC Stockholder an Acquiror Shareholder Redemption. SPAC shall Acquiror may only elect to postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of SPAC Common Stock Pre-Domestication Acquiror Ordinary Shares and Pre-Domestication Acquiror Class B Shares represented (either in person or by proxy) and voting to approve the SPAC Stockholder Acquiror Shareholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company Acquiror determines the payments for the SPAC Stockholder Acquiror Shareholder Redemption could reasonably be expected to cause the conditions in Section 9.01 9.01(g) to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Statement. SPAC Acquiror shall, following the Proxy Clearance Dateeffective date of the Registration Statement, use its commercially reasonable best efforts to solicit from its stockholders shareholders proxies in favor of the SPAC Stockholder Acquiror Shareholder Matters and shall include in the Proxy Statement Statement/Prospectus the SPAC Acquiror Board Recommendation. SPAC The Acquiror Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Acquiror Board Recommendation; provided, that the Parties shall cooperate with Acquiror in good faith to make any public filings or disclosures as may be necessary pursuant to applicable Law. Acquiror shall keep the Company ZF and IDX reasonably informed regarding all matters relating to the SPAC Stockholder Acquiror Shareholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC Acquiror in respect of such matters and similar updates regarding any redemptions. Notwithstanding anything in this Agreement to the foregoingcontrary, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change nothing in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for limit the avoidance right of doubt, Acquiror to make communications to its shareholders that it agrees (A) that has determined are required to comply with Law or its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstancefiduciary duties.

Special Meeting. SPAC (i) Acquiror will take, in accordance with applicable Law, Nasdaq NYSE rules and its Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders shareholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement / Prospectus to the stockholders of SPAC Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Acquiror Stockholder Matters and to cause such vote to be taken and (ii) provide stockholders of SPAC Acquiror with the opportunity to elect to effect a SPAC Stockholder Acquiror Share Redemption. SPAC shall Acquiror may only elect to postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy StatementStatement / Prospectus) there are insufficient shares of SPAC Acquiror Common Stock represented (either in person or by proxy) and voting to approve the SPAC Acquiror Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company Acquiror determines the payments for the SPAC Stockholder Acquiror Share Redemption could reasonably be expected to cause the conditions in Section 9.01 9.03(d) to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Statement. SPAC Acquiror shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the SPAC Acquiror Stockholder Matters and shall include in the Proxy Statement / Prospectus the SPAC Acquiror Board Recommendation. SPAC Acquiror shall keep the Company Parties reasonably informed regarding all matters relating to the SPAC Acquiror Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC Acquiror in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC Acquiror will use its reasonable best efforts to take, in accordance with applicable Law, Nasdaq NASDAQ rules and its the Acquiror Organizational Documents, all action necessary to duly call, give notice of, convene and hold a meeting of its stockholders the Acquiror Stockholders (as adjourned or postponedeach such meeting, the a “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Registration Statement Effectiveness Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement to the stockholders of SPAC as promptly as practicable but in no event later than 30 Business Days after the Proxy Clearance Registration Statement Effectiveness Date), to (i) consider and vote upon the approval of the SPAC Acquiror Stockholder Matters and to cause such vote to be taken and (ii) provide the stockholders of SPAC Acquiror with the opportunity to elect to effect a SPAC Stockholder Redemptionredemption of Acquiror Class A Common Stock in exchange for a pro rata portion of the proceeds of the Trust Account. SPAC shall Acquiror may only elect (in consultation with the Company) to postpone or adjourn such meeting on each and every occasion if (xi) to solicit additional proxies for the purpose of obtaining approval of the Acquiror Stockholder Matters or to allow reasonable time for the board of directors of Acquiror to accept reversals of elections from the holders that elect to convert their Acquiror Class A Common Stock into a postponement or adjournment is required by Lawpro rata portion of the Trust Account, (yii) as of the time for which the Special Meeting if a quorum is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of SPAC Common Stock represented not present (either in person or by proxy) and voting to approve the SPAC Stockholder Matters or to constitute at a quorum necessary to conduct the business of the Special Meeting, for the purpose of obtaining such a quorum, (iii) to amend the Acquiror Stockholder Matters, (iv) to provide reasonable additional time to consummate the Transactions or (zv) SPAC to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel and with the Company determines the payments is required under applicable Law and for the SPAC Stockholder Redemption could reasonably such supplemental or amended disclosure to be expected disseminated and reviewed by stockholders of Acquiror prior to cause the conditions in Section 9.01 to a respective Special Meeting; provided that such meeting (I) may not be satisfied at adjourned to a date that is more than ten (10) business days after the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the date for which a Special Meeting more was originally scheduled (except to the extent required by applicable Law) and (II) shall not be held later than six weeks from three (3) Business Days prior to the initial date Termination Date without the prior written consent of the Special Meeting set forth in the Proxy StatementCompany. SPAC Acquiror shall, following the Proxy Clearance Registration Statement Effectiveness Date, use its commercially reasonable best efforts to solicit take all actions necessary (in its discretion or at the request of the Company) to obtain the approval of the Acquiror Stockholder Matters at each Special Meeting, including as such Special Meeting may be adjourned or postponed in accordance with this Agreement, including by soliciting from its stockholders proxies in favor of the SPAC Acquiror Stockholder Matters and shall include including in the Proxy Statement the SPAC Acquiror Board Recommendation. SPAC Each party shall keep the Company other party reasonably informed regarding all matters relating to the SPAC Acquiror Stockholder Matters and the each Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC such party in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Acquiror Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstanceRedemptions.

Special Meeting. SPAC (i) LIVB will take, in accordance with applicable Law, Nasdaq NASDAQ rules and its Organizational Documents, and will cause its Affiliates and Representatives to take, all action necessary to duly convene and hold a an extraordinary general meeting of its stockholders shareholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement / Prospectus to the stockholders shareholders of SPAC LIVB as promptly as practicable after the Proxy Clearance DateDate (but in no event less than five Business Days except as otherwise required by applicable Law)), to (iA) consider and vote upon the approval of the SPAC Stockholder LIVB Shareholder Matters and to cause such vote to be taken and (iiB) provide stockholders shareholders of SPAC LIVB with the opportunity to elect to effect a SPAC Stockholder LIVB Shareholder Redemption. SPAC shall LIVB may only elect to postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, Law or (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy StatementStatement / Prospectus) there are insufficient shares of SPAC Common Stock LIVB Ordinary Shares represented (either in person or by proxy) and voting to approve the SPAC Stockholder LIVB Shareholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or as agreed between LIVB and the Company determines the payments for the SPAC Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy StatementCompany. SPAC LIVB shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit from its stockholders shareholders proxies in favor of the SPAC Stockholder LIVB Shareholder Matters and shall include in the Proxy Statement / Prospectus the SPAC LIVB Board Recommendation. SPAC LIVB shall keep the Company reasonably informed regarding all matters relating to the SPAC Stockholder LIVB Shareholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC LIVB in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC LIVB agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder LIVB Shareholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance circumstance, and (B) LIVB agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders shareholders the SPAC Stockholder LIVB Shareholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC will take, in accordance with applicable Law, Nasdaq rules and its the SPAC Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (provided, however, that the Special Meeting will not be held unless certificates (including a chief financial officer certificate from the Company on any projections included in any registration statement or proxy statement filed in connection with the Transactions), comfort letters, negative assurance letters and legal opinions from SPAC and the Company and their respective internal and external legal counsel and auditors as Deutsche Bank Securities Inc. shall reasonably request and that are generally provided to underwriters in connection with underwritten public offerings of securities registered under the Securities Act have been delivered by SPAC and the Company and their respective legal counsel and auditors) (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement to the stockholders of SPAC as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Stockholder Matters and to cause such vote to be taken and (ii) provide stockholders of SPAC with the opportunity to elect to effect a SPAC Stockholder Redemption. SPAC shall postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Registration Statement) there are insufficient shares of SPAC Common Stock represented (either in person or by proxy) and voting to approve the SPAC Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company determines the payments for the SPAC Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Registration Statement. SPAC shall, following the Proxy Clearance Date, use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the SPAC Stockholder Matters and shall include in the Proxy Registration Statement the SPAC Board Recommendation. SPAC shall keep the Company reasonably informed regarding all matters relating to the SPAC Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance. Notwithstanding the fact that the Required Company Shareholder Approval has been obtained, the Company Board Recommendation may, at any time prior to the Closing, be withdrawn in the event the board of directors of the Company determines, in its sole discretion (and taking into account only the interests of the Pre-Closing Holders (taken as a whole)), such withdrawal is in the best interest of the Pre-Closing Holders (such withdrawal of the Company Board Recommendation being referred to herein as a “Company Board Recommendation Withdrawal”).

Special Meeting. SPAC (i) Acquiror will take, in accordance with applicable Law, Nasdaq applicable national exchange listing rules and its Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders shareholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement / Prospectus to the stockholders of SPAC Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Acquiror Stockholder Matters and to cause such vote to be taken and (ii) provide stockholders of SPAC Acquiror with the opportunity to elect to effect a SPAC Stockholder the Acquiror Share Redemption. SPAC shall Acquiror may only elect to postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, or (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy StatementStatement / Prospectus) there are insufficient shares of SPAC Acquiror Common Stock represented (either in person or by proxy) and voting to approve the SPAC Acquiror Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company determines the payments for the SPAC Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Statement. SPAC Acquiror shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the SPAC Acquiror Stockholder Matters and shall include in the Proxy Statement / Prospectus the SPAC Acquiror Board Recommendation. SPAC Acquiror shall keep the Company Parties reasonably informed regarding all matters relating to the SPAC Acquiror Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC Acquiror in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC will take, in accordance with applicable Law, Nasdaq rules and its Organizational Documents, all action necessary to duly convene and hold a an extraordinary general meeting of its stockholders shareholders (as adjourned or postponedmay be adjourned, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement to the stockholders shareholders of SPAC as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Stockholder Shareholder Matters and to cause such vote to be taken and (ii) provide stockholders shareholders of SPAC with the opportunity to elect to effect a SPAC Stockholder Shareholder Redemption. SPAC shall postpone or adjourn such meeting on each and every occasion if (x) a postponement or an adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of SPAC Common Stock Ordinary Shares represented (either in person or by proxy) and voting to approve the SPAC Stockholder Shareholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or (z) SPAC or the Company determines the payments for the SPAC Stockholder Shareholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to not be satisfied at the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone the Special Meeting more than six weeks from the initial date of the Special Meeting set forth in the Proxy Statement. SPAC shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit from its stockholders shareholders proxies in favor of the SPAC Stockholder Shareholder Matters and shall include in the Proxy Statement the SPAC Board Recommendation. SPAC shall keep the Company reasonably informed regarding all matters relating to the SPAC Stockholder Shareholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Shareholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders the SPAC under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Shareholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders shareholders the SPAC Stockholder Shareholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC (i) Acquiror will use its reasonable best efforts to take, in accordance with applicable Law, Nasdaq NASDAQ rules and its Organizational Documents, all action necessary to duly convene and hold a meeting of its stockholders shareholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy Statement to the stockholders of SPAC Acquiror Stockholders as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Acquiror Stockholder Matters and to cause such vote to be taken and (ii) provide stockholders of SPAC Acquiror Stockholders with the opportunity to elect to effect a SPAC Stockholder Acquiror Share Redemption. SPAC shall Acquiror may only elect to postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy StatementProxy) there are insufficient shares of SPAC Acquiror Common Stock represented (either in person or by proxy) and voting to approve the SPAC Acquiror Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, Meeting or (z) SPAC or the Company Acquiror determines the payments for the SPAC Stockholder Acquiror Share Redemption could reasonably be expected to cause the conditions in Section 9.01 9.01(f) to not be satisfied at the Closing; provided, however, in no event that any adjournment or postponement by Acquiror pursuant to the foregoing clauses (y) or (z) shall SPAC be required to adjourn or postpone require the Special Meeting more than six weeks from the initial date prior written consent of the Special Meeting set forth in the Proxy StatementCompany (not to be unreasonably withheld, conditioned or delayed). SPAC Acquiror shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the SPAC Acquiror Stockholder Matters and shall include in the Proxy Statement the SPAC Acquiror Board Recommendation. SPAC shall keep the Company reasonably informed regarding all matters relating to the SPAC Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstance.

Special Meeting. SPAC Provided that the Company complies in all material respects with is obligations under Section 6.04 hereof, Acquiror will use its reasonable best efforts to take, in accordance with applicable Law, Nasdaq NASDAQ rules and its the Acquiror Organizational Documents, all action necessary to duly call, give notice of, convene and hold a meeting of its stockholders (as adjourned or postponed, the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (but in no event later than thirty (30) Business Days after the Proxy Clearance Date) (and will establish a record date for, give notice of and commence the mailing of disseminate the Proxy Statement to the stockholders of SPAC Acquiror as promptly as practicable after the Proxy Clearance Date), to (i) consider and vote upon the approval of the SPAC Acquiror Stockholder Matters and to cause such vote to be taken and (ii) provide the stockholders of SPAC Acquiror with the opportunity to elect to effect a SPAC an Acquiror Stockholder Redemption. SPAC shall Acquiror may only elect (in consultation with the Company) to postpone or adjourn such meeting on each and every occasion if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of SPAC Acquiror Common Stock represented (either in person or by proxy) and voting to approve the SPAC Acquiror Stockholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, Meeting or (z) SPAC a postponement or the Company determines the payments adjournment is required to solicit additional proxies for the SPAC purpose of obtaining the Required Acquiror Stockholder Redemption could reasonably be expected to cause the conditions in Section 9.01 to Approval; provided that such meeting (I) may not be satisfied at adjourned to a date that is more than five (5) days after the Closing; provided, however, in no event shall SPAC be required to adjourn or postpone date for which the Special Meeting more was originally scheduled (except to the extent required by applicable Law) and (II) shall not be held later than six weeks from three (3) Business Days prior to the initial date of the Special Meeting set forth in the Proxy StatementTermination Date. SPAC Acquiror shall, following the Proxy Clearance Date, use its commercially reasonable best efforts to solicit take all actions necessary (in its discretion or at the request of the Company) to obtain the approval of the Acquiror Stockholder Matters at the Special Meeting, including as such Special Meeting may be adjourned or postponed in accordance with this Agreement, including by soliciting from its stockholders proxies in favor of the SPAC Acquiror Stockholder Matters and shall include including in the Proxy Statement the SPAC Acquiror Board Recommendation. SPAC Each party shall keep the Company other party reasonably informed regarding all matters relating to the SPAC Acquiror Stockholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by SPAC such party in respect of such matters and similar updates regarding any redemptions. Notwithstanding the foregoing, if at any time prior to, but not after, obtaining approval of the SPAC Acquiror Stockholder Matters, the SPAC Board determines that a Company Material Adverse Effect has occurred, the SPAC Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation if a failure to do so would, upon the advice of counsel, reasonably be expected to constitute a breach of its fiduciary duties to SPAC’s stockholders under applicable Law (a “Change in Recommendation”). SPAC shall immediately notify the Company in writing of any determination to make such Change in Recommendation. SPAC agrees that its obligations under this Agreement shall not be affected by any Change in Recommendation and, for the avoidance of doubt, it agrees (A) that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the SPAC Stockholder Matters shall not be affected by any Change in Recommendation or other intervening event or circumstance and (B) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its stockholders the SPAC Stockholder Matters, in each case in accordance with this Agreement, regardless of any Change in Recommendation or other intervening event or circumstanceRedemptions.