The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser. (b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE. (c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents. (d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement. (f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption. (g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 2 contracts
Samples: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants shares of Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the Purchaser IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSE, Nasdaq; (Bii) the approval of the PIPE InvestmentDomestication; (iii) the adoption and approval of the Interim Purchaser Certificate of Incorporation to replace the Purchaser Organizational Documents upon the Domestication; (iv) the approval of the Final Purchaser Certificate of Incorporation to replace the Interim Purchaser Certificate of Incorporation upon the Closing; (v) the adoption and approval of a new equity incentive plan in a form to be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (C10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Closing Redemption); (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (vi) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), ; and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.
(cb) Purchaser, the Company, Merger Sub and Pubco The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Closing Redemption. Each of Purchaser, Pubco, Merger Sub the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) The Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Closing Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bull Horn Holdings Corp.), Merger Agreement (Coeptis Therapeutics Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration Shares, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSE, (Bii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentAmended Organizational Documents, (Ciii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Company Stockholder and the Purchaser (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 6.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, Purchaser the Disinterested Director Majority, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholder, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies DGCL and the Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon 10. The Original Agreement is hereby amended by adding a new Section 6.24 as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).follows:
Appears in 2 contracts
Samples: Merger Agreement (Customers Bancorp, Inc.), Merger Agreement (Megalith Financial Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, SPAC and Pubco shall prepare with the assistance of the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement pursuant to the Mergers to the holders of Purchaser SPAC Securities and Companies Securities as of immediately prior to the Merger Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders SPAC Shareholders for the matters to be acted upon at the Special SPAC Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval MattersMatters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders SPAC Shareholders to vote, at an extraordinary a general meeting of Purchaser shareholders SPAC Shareholders to be called and held for such purpose (the “Special SPAC Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by Purchaser’s shareholders the holders of SPAC Ordinary Shares in accordance with PurchaserSPAC’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and the NYSE, (Bii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the PIPE Investmentissuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (Ciii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company Company, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Approval Matters”), and (Dvii) the adjournment of the Special SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special SPAC Shareholder Meeting is scheduled, Purchaser SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special SPAC Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Datein accordance with SPAC’s Organizational Documents. In connection with the Registration Statement, Purchaser SPAC and Pubco will shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organisational Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned).
(c) PurchaserThe Company shall provide SPAC and Pubco with such information concerning the LLP Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the CompanyRegistration Statement, Merger Sub or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(d) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special SPAC Shareholder Meeting and the Closing Redemption. Each of PurchaserSPAC, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub SPAC and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and SPAC Shareholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserSPAC’s Organisational Organizational Documents.
(de) Purchaser, the Company, Merger Sub SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and SPAC shall not provide any such responses to the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned).
(ef) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser SPAC and Pubco shall distribute the Registration Statement to Purchaser’s shareholders SPAC Shareholders and, Purchaser pursuant thereto, shall call the Special SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement, and shall use its reasonable efforts to (i) solicit from the SPAC Shareholders proxies in favor of the Required SPAC Shareholder Approval prior to such SPAC Shareholder Meeting, and (ii) obtain the Required SPAC Shareholder Approval at such SPAC Shareholder Meeting.
(fg) Purchaser SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, PurchaserSPAC’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special SPAC Shareholder Meeting and the Closing Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 2 contracts
Samples: Business Combination Agreement (Two), Business Combination Agreement (Two)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Parties shall prepare and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to and Company Securities at the Merger Effective TimeClosing Date, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting extraordinary general meeting (the “Extraordinary General Meeting”) and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting be used to solicit proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Extraordinary General Meeting”), in favour favor of resolutions approving (A) this Agreement and the Transactions contemplated as part of the Business Combination, the Domestication, the adoption and approval of this Agreement a new equity incentive plan for Pubco in form and substance reasonably acceptable to the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational DocumentsCompany, Pubco and Purchaser (the Cayman Companies Act “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Common Stock equal to twelve percent (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents12%) and the rules and regulations of the SEC aggregate number of Pubco Common Stock issued and NYSEoutstanding immediately after the Closing, (B) the approval of the PIPE Investment, (C) and such other matters as the Company Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Purchaser Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Extraordinary General Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser Purchaser, the Company and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq and Form S-4. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The information included in the Registration Statement with respect to Purchaser and Pubco shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger SubPurchaser, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational DocumentsSEC.
(dc) Purchaser, the Company, Merger Sub Company and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become be declared effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming being declared effective, Purchaser and Pubco shall distribute the Registration Proxy Statement to Purchaser’s shareholders and, Purchaser pursuant thereto, shall call the Special Shareholder Extraordinary General Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Extraordinary General Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 2 contracts
Samples: Business Combination Agreement (American Resources Corp), Business Combination Agreement (AI Transportation Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement and Exchange Offer Prospectus contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Company Security Holders pursuant to the Merger Effective Timeand Company Share Transfer, which Registration Statement will also contain (a) a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting and providing Purchaser’s Purchaser shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters, and (b) an exchange offer prospectus of Pubco (the “Exchange Offer Prospectus” for use in connection with the Pubco Offer. Any SEC filing fee or printer expenses related to the Registration Statement shall be borne by Purchaser. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose held, thirty (30) days after Registration Statement has become effective or as the Purchaser and the Company may mutually determine (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions Transactions, by Purchaser’s shareholders the holders of Purchaser Ordinary Shares, as ordinary resolutions and special resolutions, as required by and in accordance with Purchaser’s Organisational DocumentsOrganizational Documents and IPO Prospectus, the Securities Act, The Cayman Companies Act, the UK Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Nasdaq (the approvals described in the foregoing clauses (A) to (C), collectivelyclause, the “Purchaser Shareholder Approval Matters”)) and (ii) as ordinary resolutions and special resolutions, as applicable, any other proposals that are required for the consummation of the Transactions that are submitted to, and (D) require the adjournment of vote of, the Special Shareholder Meeting, if necessary or desirable Public Shareholders in the reasonable determination of Purchaser.
(b) Purchaser, acting through its Registration Statement and agreed to by Purchaser and the Company. The board of directors (of Purchaser shall not withdraw, amend, qualify or a committee thereof), (i) shall make modify its unanimous recommendation to the Company Shareholders that they vote in favor of Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters (together with any withdrawal, amendment, qualification or modification of its recommendation to the Company Shareholders described in the Recitals hereto, a “Modification in Recommendation”). Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and (iii) hold the Purchaser Extraordinary General Meeting 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 Purchaser be affected by any Modification in Recommendation. If, and only if, on the date for which the Special Shareholder Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Purchaser Extraordinary General Meeting, provided, that ; provided the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Purchaser Extraordinary General Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four three (43) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Securities Act, the Cayman Companies Act, the UK Act and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub Nasdaq. Purchaser and Pubco shall take any cooperate and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and provide the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materialsits counsel) if with a reasonable opportunity to review and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments comment on the Registration Statement and any exhibit, amendment or supplement thereto prior to filing the same with the SEC. Purchaser shall otherwise consider any such comments in good faith and shall use commercially reasonable endeavours efforts to cause accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith. Purchaser shall not file the Registration Statement or any exhibit, amendment or supplement thereto without the prior written consent of the Company, not to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebe unreasonably withheld, conditioned or delayed. The Company shall provide Purchaser and Pubco shall distribute with such information concerning the Registration Statement to Purchaser’s shareholders andTarget Companies and their shareholders, Purchaser shall call the Special Shareholder Meeting officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, or in any solicitation of proxies thereunderamendments or supplements thereto, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, which information provided by the Company shall solicit be true and correct and not contain any untrue statement of a consent material fact or omit to state a material fact necessary in writing or by electronic transmission from order to make the Company Shareholders approving and adopting this Agreementstatements made, in light of the Merger andcircumstances under which they were made, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)not materially misleading.
Appears in 2 contracts
Samples: Business Combination Agreement (ClimateRock), Business Combination Agreement (ClimateRock)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities prior to the Stockholder Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies or votes from the Purchaser’s shareholders stockholders for issuance of the Stockholder Merger Consideration and the other the matters to be acted upon at the special meeting of the Purchaser’s stockholders (the ”Purchaser Special Meeting”) and (y) soliciting proxies from the Company Stockholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaserspecial meeting of the Company’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed Stockholders (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Company Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the The Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following . Each Party shall provide the Registration Statement “clearing” comments other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its Representatives receive from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement or its staff with respect to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunderthe Purchaser Special Meeting, the calling and holding of the Special Shareholder Meeting and the RedemptionCompany Special Meeting promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(gc) As soon as practicable following Purchaser shall file the Registration Statement “clearing” comments from reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Purchaser is not required to file such reports, will, make publicly available other information) and becoming effective, will take such further action as the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this AgreementStockholders may reasonably request, the Merger and, all to the extent required from time to time to enable the Company Stockholders (or their designees) to sell the Merger Consideration without registration under the Securities Act within the limitation of the exemptions provided by Law(i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Transactions (the “Company Shareholder Approvals”)SEC.
Appears in 2 contracts
The Registration Statement. (a) As promptly as practicable after the date hereof, PurchaserSPAC, PubCo and the Company and Pubco shall jointly prepare, and Pubco PubCo and SPAC shall jointly file with the SEC, (i) in preliminary form, a registration proxy statement on Form F-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amendedsupplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (A) providing the public shareholders of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders SPAC an opportunity to redeem their SPAC Shares in accordance with PurchaserSPAC’s Organisational Organizational Documents and the IPO Prospectus Prospectus, and (B) soliciting proxies from SPAC shareholders to have their Purchaser Ordinary Shares redeemed (vote at the “Redemption”) in conjunction with the shareholder vote SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters. Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s SPAC shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSEtransactions contemplated hereby or referred to herein, (Bii) the approval of the PIPE InvestmentFirst Plan of Merger; (iii) the adoption of the memorandum and articles of association of PubCo by PubCo in substantially the form set forth in Exhibit C (the “Amended PubCo Charter”), (Civ) such the approval of an equity incentive plan of PubCo in form and substance reasonably satisfactory to SPAC and the Company (the “2024 Equity Incentive Plan of PubCo”) which will provide that the total pool of awards under the 2024 Equity Incentive Plan of PubCo will be a number of PubCo Ordinary Shares equal to five percent (5%) of the aggregate number of PubCo Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (v) the issuance of the Earnout Shares, (vi) any other matters proposals that the parties hereto agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including, without limitation, the adoption and approval of the memorandum and articles of association of the Merger Sub 1, as in effect immediately prior to the First SPAC Merger Effective Time, as the Company memorandum and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect articles of the Transactions (association of the approvals described in foregoing clauses (A) to (C), collectively, Initial SPAC Surviving Sub at the “Shareholder Approval Matters”First SPAC Merger Effective Time), and (Dvii) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
SPAC (b) Purchasercollectively, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the “SPAC Shareholder Approval Matters and (iii) 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 Purchaser RecommendationMatters”). If, If on the date for which the SPAC Special Shareholder Meeting is scheduled, Purchaser SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval Matters(as defined below), whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the SPAC Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, .
(xc) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser SPAC and Pubco PubCo will file jointly file, with the Company’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organisational Documents, Organizational Documents and applicable Laws of the Cayman Companies Act Islands, and the rules and regulations of the SEC and NYSENasdaq. SPAC (and its counsel), PubCo (and its counsel) and the Company (and its counsel) shall provide each other party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide PubCo and SPAC with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct in all material respects and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby.
(cd) PurchaserEach of SPAC, PubCo and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting Statement and the RedemptionProxy Statement. Each of PurchaserSPAC, Pubco, Merger Sub PubCo and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to the Company, PubcoPubCo, Merger Sub, Purchaser SPAC and their respective Representatives representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub SPAC and Pubco PubCo shall jointly amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to PurchaserSPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe SPAC’s Organisational Organizational Documents.
(de) PurchaserSPAC, PubCo and the Company, Merger Sub and Pubco, with the assistance of the other Parties, Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ef) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, Purchaser and Pubco SPAC shall distribute the Registration Proxy Statement to PurchaserSPAC’s shareholders shareholders, and, Purchaser pursuant thereto, shall call the SPAC Special Shareholder Meeting in accordance with applicable Laws of the Cayman Companies Act Islands as soon promptly as practicable following the effectiveness practicable. SPAC shall take reasonable actions to enforce Section 1 of the Registration Statement.
(f) Purchaser Letter Agreement, dated as of December 14, 2023, by and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunderamong SPAC, the calling Sponsor and holding certain directors and officers of SPAC, in order to obtain the Special Required SPAC Shareholder Meeting and the RedemptionApproval.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaserdelivery of the Audited Company Financials, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and the issuance of any shares in connection with any PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Ciii) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit H hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to: (a) statements made or incorporated by reference therein based on information supplied by Purchaser, Merger Sub or Sponsor for inclusion or incorporation by reference in the Registration Statement of any Purchaser SEC Filings or the Proxy Statement provided to the Purchaser’s Stockholders; or (b) any projections or forecasts included in the Registration Statement or the Proxy Statement provided to the Purchaser’s Stockholders.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(d) Purchaser; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior written consent of the Company, Merger Sub and Pubconot to be unreasonably withheld, with the assistance of the other Partiesconditioned, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effectiveor delayed.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Reincorporation, by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Islands Companies Act and Law, the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Reincorporation, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentAmended Organizational Documents, (Civ) the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvii) the adjournment of the Special Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Purchaser Extraordinary General Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. The Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the Registration Statement, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s Purchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Special Shareholder Purchaser Extraordinary General Meeting in accordance with the Cayman Islands Companies Act as soon as practicable Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Purchaser Extraordinary General Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC . Purchaser shall apply for, and becoming effectiveshall take commercially reasonable actions to cause, the Company shall solicit a consent Purchaser Common Stock to be issued in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, connection with the Merger and, to be approved for listing on Nasdaq as of the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Closing.
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereofdelivery of the Audited Company Financials, and following Purchaser’s reasonable satisfaction that the conditions set forth in Section 7.3(a) will be satisfied, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Ciii) adoption and approval of a new equity incentive plan in a form to be mutually agreed between the Purchaser and the Company (the “Incentive Plan”), provided that such Incentive Plan shall include a provision that no Management Recipients may participate in the Incentive Plan while eligible to receive the Management Earnout Shares; (iv) adoption and approval of the RSU Incentive Plan; (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, and (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to: (a) statements made or incorporated by reference therein based on information supplied by Purchaser, Merger Subs or Sponsor for inclusion or incorporation by reference in the Registration Statement of any Purchaser SEC Filings or the Proxy Statement provided to the Purchaser’s stockholders; or (b) any projections or forecasts, including those included in the Registration Statement or the Proxy Statement provided to the Purchaser’s stockholders.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior written Consent of the Company, not to be unreasonably withheld, conditioned, or delayed.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC . Purchaser shall apply for, and becoming effectiveshall take commercially reasonable actions to cause, the Company shall solicit a consent Purchaser Common Stock to be issued in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, connection with the Merger and, to be approved for listing on Nasdaq as of the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Closing.
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco the Company shall file (with SPAC’s assistance) with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Company’s Ordinary Shares and the Pubco Public Company Warrants (and Company Ordinary Shares underlying the Company Warrants) to be issued under this Agreement to the holders of Purchaser Securities SPAC Shares and the Company Ordinary Shares issuable upon exercise or conversion of the SPAC Warrants outstanding prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s SPAC shareholders for the matters to be acted upon at the Special Shareholder Extraordinary General Meeting and providing Purchaserthe SPAC’s shareholders an opportunity in accordance with Purchaser’s Organisational SPAC Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares SPAC Class A ordinary shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s SPAC shareholders to vote, at an extraordinary general meeting of Purchaser SPAC shareholders to be called and held for such purpose (the “Special Shareholder Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational DocumentsTransactions, (ii) to the extent required, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations issuance of the SEC and NYSEany PIPE Shares, (Biii) the approval of the PIPE InvestmentSurviving Company Memorandum and Articles of Association, and (Civ) such other matters as the Company and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “SPAC Shareholder Approval Matters”), and (Dv) the adjournment of the Special Shareholder Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside DateSPAC. In connection with the Registration Statement and the Merger, the Company shall (x) assist SPAC in obtaining NASDAQ approval of the Merger and the change of control resulting from the Merger, (y) file any listing application necessary for the listing of the Company on NASDAQ as successor issuer to SPAC, and (z) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on NASDAQ.
(b) SPAC and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies, SPAC and their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, Purchaser or in any amendments or supplements thereto, which information provided by the Company and Pubco SPAC, respectively, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and SPAC will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable LawLaw and applicable proxy solicitation and registration statement rules, Purchaser’s Organisational SPAC Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENASDAQ.
(c) Purchaser, SPAC and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Company and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, SPAC and the Company, Merger Sub and Pubco Company shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserSPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational SPAC Organizational Documents.
(d) Purchaser, SPAC and the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Company shall provide SPAC with copies of any written comments, and shall inform SPAC of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give SPAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco SPAC (with the reasonable cooperation of the Company) shall distribute the Registration Proxy Statement to PurchaserSPAC’s shareholders and, Purchaser pursuant thereto, shall call the Special Shareholder Extraordinary General Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, SPAC shall solicit proxies from the SPAC shareholders to vote in favor of the SPAC Shareholder Approval Matters, as approved by the SPAC board of directors, which approval shall also be included in the Registration Statement.
(f) Purchaser If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting with the Company’s consent not to be unreasonably withheld. SPAC, with the Company’s consent not to be unreasonably withheld, may also adjourn the Extraordinary General Meeting to establish a quorum or if the SPAC stockholders have elected to redeem a number of shares of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 7.2(d) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall SPAC adjourn the Extraordinary General Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. The recommendation of the SPAC board of directors shall be included in the Registration Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC board of directors (including any committee thereof) or SPAC shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions.
(g) SPAC and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational SPAC Organizational Documents, the Company Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on NASDAQ, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Extraordinary General Meeting and the Redemption.
(gh) As soon The Company (with reasonable cooperation from SPAC) shall take such reasonable steps as practicable following are necessary for the Registration Statement “clearing” comments from the SEC and becoming effective, listing of the Company Ordinary Shares and the SPAC Public Warrants on NASDAQ, as a successor issuer, and shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, provide such information as is necessary to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)obtain NASDAQ approval of such listing.
Appears in 1 contract
Samples: Business Combination Agreement (Global SPAC Partners Co,)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares (or if after the Effective Time, their Pubco Ordinary Shares) redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of any PIPE Shares) by Purchaser’s shareholders the holders of Purchaser Common Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (Bii) if mutually agreed by Purchaser and the Company prior to the filing of the Registration Statement, the adoption and approval of a new Equity Incentive Plan for Pubco in form and substance reasonably acceptable to the Company, and Purchaser (the “Pubco Equity Plan”), (iii) the approval appointment of the PIPE Investmentmembers of the Post-Closing Pubco Board in accordance with Section 7.14 hereof, (Civ) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “Purchaser Shareholder Approval Matters”), and (Dv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and the Sellers and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Twelve Seas Investment Co)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders shareholders and warrantholders of Purchaser Securities prior to the Merger Effective TimeCompany and the Purchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Share Consideration and the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the authorization and approval of the PIPE InvestmentSecond Plan of Merger and associated documents by way of special resolution pursuant to the Cayman Companies Act, (C) adoption of an amendment to the Purchaser Charter, effective immediately prior to the Closing, to remove the “Redemption Limitation” requirements set forth in Sections 49.2(b), 49.4 and 49.5 thereof in connection with the transactions contemplated by this Agreement, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.15 hereof, (E) to the extent required by the Federal Securities Laws, the Companies Act, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CF), collectively, the “Purchaser Shareholder Approval Matters”), and (DG) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq.
(cb) PurchaserPubco, the CompanyPurchaser and the Company each shall use their commercially reasonable efforts to (i) cause the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, Merger Sub (ii) respond as promptly as reasonably practicable to and Pubco shall take any resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and all reasonable and necessary actions required (v) to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by the Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of Purchaser, Pubco, Merger Sub the Purchaser and the Company shallshall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither the Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that the Purchaser, Pubco and the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. In the event that the SEC requires an opinion of counsel with respect to the U.S. federal income tax consequences of the Mergers to the holders of Purchaser Securities, Purchaser shall use commercially reasonable efforts to cause EGS (or such other counsel retained by Purchaser) to render such opinion.
(c) Each of the Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Purchaser, (iii) the time of the Special Shareholder Meeting of the Purchaser, and shall cause each of its Subsidiaries to(iv) the Effective Time. If, make their respective directorsat any time prior to the Effective Time, officers and employeesany event or circumstance relating to the Purchaser (with respect to the Purchaser), upon reasonable advance notice, available or relating to the Company, Pubco, First Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings Sub or Second Merger Sub (with respect to the transactions contemplated Company, Pubco, First Merger Sub, or Second Merger Sub, as applicable), or their respective officers or directors, should be discovered by this Agreement, including the Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from the SECPurchaser or the Company (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, Pubco and the CompanyCompany each will advise the other, Merger Sub and Pubcopromptly after they receive notice thereof, with of any request by the assistance SEC for amendment of the other Parties, shall promptly respond to any SEC comments on Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall otherwise use reasonable endeavours cooperate and mutually agree upon (such agreement not to cause be unreasonably withheld, conditioned or delayed) any response to comments of the Registration Statement SEC with respect to “clear” comments the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and become effectivethe Redemption promptly after the receipt of such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Purchaser’s Organizational Documents and the Companies Act as soon promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
. Purchaser, acting through its board of directors (for a committee thereof), shall (i) make the Purchaser Recommendation and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement include such Purchaser Recommendation in the preparation, filing Proxy Statement and distribution (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the Registration Statementapproval of the Purchaser Shareholder Approval Matters, any solicitation and (iii) take all other action necessary or advisable to secure the approval of the Purchaser Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies thereunderand votes representing a sufficient number of shares to obtain the Required Shareholder Approval, the calling and holding whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of the Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters or otherwise take actions consistent with the Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between the Purchaser and the RedemptionCompany. The Purchaser shall use its commercially reasonable efforts to obtain the approval of the Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of the Purchaser Shareholder Approval Matters, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Finnovate Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company KAVL and Pubco shall jointly prepare, prepare with the assistance of Delta and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser KAVL Securities prior to at the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser KAVL (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders KAVL stockholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed Stockholder Meeting.
(the “Redemption”b) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders KAVL stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders KAVL stockholders to be called and held for such purpose (the “Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), by Purchaser’s shareholders the holders of KAVL Stock in accordance with PurchaserKAVL’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (B) the adoption and approval of a new Equity Incentive Plan for Pubco, in form and substance to be mutually agreed by Pubco, Delta and KAVL prior to the PIPE InvestmentClosing (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, and containing a customary “evergreen” provision equal to two percent (2%) of the outstanding Pubco Ordinary Shares on a fully diluted basis per annum, (C) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (D) such other matters as the Company Delta, Pubco and Purchaser KAVL shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CD), collectively, the “Shareholder Stockholder Approval Matters”), and (DE) the adjournment of the Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of PurchaserKAVL.
(bc) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date one (1) day immediately preceding the date for which the Special Shareholder Stockholder Meeting is scheduled, Purchaser has KAVL reasonably believes that it will not received receive proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired KAVL Stockholder Approval, whether or not a quorum is present, Purchaser or KAVL will not have sufficient shares of KAVL Stock to constitute a quorum, KAVL may in its sole discretion make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Stockholder Meeting as long as such Special Shareholder Meeting, without the prior written consent of the Company, (x) may Stockholder Meeting is not be adjourned to a date that is postponed more than five (5) days for each postponement or adjournment or an aggregate of ten (10) Business Days after the date days for which the Special Shareholder Meeting was originally scheduled all such postponements or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Dateadjournments. In connection with the Registration Statement, Purchaser KAVL and Pubco will shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in KAVL’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. KAVL and Pubco shall cooperate and provide Delta (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. Delta shall provide KAVL with such information concerning the Delta Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by Delta shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cd) PurchaserPubco shall use commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby, which shall include reasonable best efforts to cause to be delivered to consent from its independent auditors, in form reasonably satisfactory to the Company, Merger Sub recipient and customary in scope and substance for consents delivered by independent public accountants in connection with registration statements on Form F-4 under the Securities Act. Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, Statement and the Special Shareholder Meeting and the RedemptionStockholder Meeting, respectively. Each of PurchaserKAVL, Pubco, Merger Sub Pubco and the Company Delta shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the CompanyDelta, Pubco, Merger Sub, Purchaser KAVL and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserKAVL’s shareholders, in each case as and stockholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserKAVL’s Organisational Organizational Documents.
(d) Purchaser; provided, the Companyhowever, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on Pubco may not amend the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effectivewithout KAVL’s written consent.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger and Share Exchange Agreement (Kaival Brands Innovations Group, Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of Purchaser with respect to any applicable SEC filing fees and/or registration fees) file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) to the approval extent required by the Federal Securities Laws, the BVI Act, the adoption of the PIPE InvestmentAmended Pubco Charter, (C) the adoption and approval of a new equity incentive plan of Pubco, which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) such other matters as the Company Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Shareholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, Statement and (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders proxies or votes in favour favor of the approval of the Shareholder Approval Matters Matters, and (iii) shall not (and no committee take all other action necessary or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose advisable to change, withdraw, withhold, qualify or modify, secure the Purchaser Recommendationapproval of the Shareholder Approval Matters. If, If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act and the rules and regulations of the SEC and NYSENasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of Purchaser) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies BVI Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (East Stone Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaserthe Purchaser shall, with the Company reasonable assistance of the Company, prepare and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting Meeting”) and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Subject to Section 5.6(d), the Proxy Statement shall include the Purchaser Board Recommendation and proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, vote at an extraordinary general meeting of the Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), Meeting in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, (ii) the issuance of Purchaser Common Stock to be issued hereunder as well as, to the extent applicable, in connection with any PIPE Investment, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with and to the extent required pursuant to the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Companies Act and Exchange Act, the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENYSE or any other applicable stock exchange, (Bii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentPurchaser Post-Closing Certificate of Incorporation, (Ciii) adoption and approval of a new equity incentive plan in the form to be prepared by the Company and reasonably agreed upon by the Purchaser and having the terms set forth in Section 5.21 (the “Stock Incentive Plan”), (iv) the adoption and approval of a new employee stock purchase plan in the form to be prepared by the Company and reasonably agreed upon by the Purchaser and having the terms set forth in Section 5.21 (the “Employee Stock Purchase Plan”), (v) the election of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through this (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary necessary. The Purchaser shall not postpone or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make adjourn the Purchaser Recommendation and include such Purchaser Recommendation in Special Meeting without the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour prior written consent of the approval of the Shareholder Approval Matters and Company (iii) shall not (and no committee to be unreasonably withheld, conditioned or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Purchaser Recommendation. If, delayed); provided that if on the date for which the Purchaser Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting; provided further that, without the prior written consent of the CompanyCompany (not to be unreasonably withheld, conditioned or delayed), in no event shall the Purchaser (x) may not be adjourn the Purchaser Special Meeting for more than 15 Business Days later than the most recently adjourned meeting or to a date that is more than ten (10) Business Days after beyond the date for which the Special Shareholder Meeting was originally scheduled Outside Date or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) change the record date for the Purchaser Special Meeting (whether or not in connection with any adjournment or postponement thereof) after it is held no later than four (4) Business Days prior to initially fixed by the Outside DatePurchaser’s board of directors. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the Exchange Act, the DGCL and the rules and regulations of the SEC and NYSEthe NYSE or other applicable stock exchange. The Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that is required or advisable pursuant to applicable Law for inclusion in the Registration Statement, or in any amendments or supplements thereto.
(cb) Purchaser, the Company, Merger Sub and Pubco The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall use reasonable best efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement will (i) at the time the Registration Statement is filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act or (ii) at the date the Proxy Statement is first mailed to the Purchaser stockholders and at the time of the Purchaser Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco The Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents. If, at any time prior to the Effective Time, any information relating to the Company, the Purchaser or any of their respective Subsidiaries, Affiliates, directors, managers or officers that is required to be set forth in an amendment or supplement to the Registration Statement, so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, is discovered by the Company or the Purchaser, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Purchaser stockholders.
(dc) The Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other PartiesCompany, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its reasonable endeavours best efforts to cause the Registration Statement to “clear” comments from the SEC and become effective, as promptly as reasonably practicable. The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including by allowing the Company and its counsel to participate in any discussions or meetings with the SEC or its staff. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement (including any amendments thereto) each time before any such document is filed with the SEC, and the Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. The Purchaser will advise the Company, reasonably promptly after the Purchaser receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, and in any event within ten (10) days of such finalization and effectiveness, the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Securities Act, the Exchange Act as soon as practicable and the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. The Purchaser shall use reasonable best efforts to solicit from its stockholders proxies in favor of the approval and adoption of the Purchaser Stockholder Approval Matters.
(fe) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSEthe NYSE or other applicable stock exchange, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company PHP Ventures shall prepare and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Company Ordinary Shares and the Pubco Public Company Warrants to be issued under this Agreement to the holders of Purchaser Securities PHP Ventures Common Stock, and the Company Ordinary Shares issuable upon exercise or conversion of the PHP Ventures Warrants outstanding prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser PHP Ventures (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders PHP Ventures stockholders for the matters to be acted upon at the PHP Ventures Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaser’s Organisational PHP Ventures’ Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares PHP Ventures Class A Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder PHP Ventures Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders PHP Ventures stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders PHP Ventures stockholders to be called and held for such purpose (the “PHP Ventures Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions Transactions, (ii) the approval of the issuance of PHP Ventures Securities in the PIPE Investment by Purchaser’s shareholders PHP Ventures stockholders in accordance with Purchaser’s Organisational PHP Ventures’ Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Delaware Law and the rules and regulations of the SEC and NYSENasdaq, if applicable, (Biii) the approval of the PIPE Investment, any amendments required to PHP Ventures’ Organizational Documents; (Civ) such other matters as the Company and Purchaser PHP Ventures shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai), (ii), (iii) to and (Civ)), collectively, the “Shareholder PHP Ventures Stockholder Approval Matters”), and (Dv) the adjournment of the PHP Ventures Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside DatePHP Ventures. In connection with the Registration Statement and the Merger, the Company shall (w) assist PHP Ventures in obtaining Nasdaq approval of the Merger and the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to PHP Ventures, (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on Nasdaq, and (z) provide PHP Ventures with evidence reasonably requested by PHP Ventures that the Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act.
(b) The Company undertakes to use all reasonable endeavors to obtain the Required Company Shareholder Approval in the manner (and to the extent) required by the Existing Company Articles and English Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with the Existing Company Articles and English Law and, to the extent applicable, regulations of the SEC and Nasdaq, (ii) the adoption and approval of the Restated Company Articles and the Recapitalization; (iii) the adoption and approval of the Equity Plan (as defined in Section 5.17 below), which will provide that the total awards under such Equity Plan will be a number of Company Ordinary Shares equal to twenty-two percent (22%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.16 hereof, (v) the issuance of Company Ordinary Shares and the assumption by the Company of the PHP Ventures Warrants pursuant to this Agreement and the Assignment, Assumption and Amendment to Warrant Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the PHP Ventures Warrants assumed by the Company; and (vi) such other matters as the Company and PHP Ventures shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Company Shareholder Approval Matters”). The Company shall solicit from the holders of all outstanding shares of the Company proxies or written consents in favor of the Company Shareholder Approval Matters, and to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting and Support Agreements.
(c) PHP Ventures and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, Purchaser or in any amendments or supplements thereto, which information provided by the Company shall be true and Pubco correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and PHP Ventures will file with the SEC such financial and other information about the transactions contemplated by this Agreement Transactions required in accordance with applicable LawLaw and applicable proxy solicitation and registration statement rules, Purchaser’s Organisational PHP Ventures’ Organizational Documents, the Cayman Companies Act Delaware Law and the rules and regulations of the SEC and NYSENasdaq.
(cd) Purchaser, PHP Ventures and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the PHP Ventures Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub PHP Ventures and the Company shall, and shall cause each of its respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Company and PHP Ventures and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, PHP Ventures and the Company, Merger Sub and Pubco Company shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s PHP Ventures’ shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational PHP Ventures’ Organizational Documents, provided that PHP Ventures shall not amend or supplement the Registration Statement without prior consultation with the Company.
(de) Purchaser, PHP Ventures and the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. PHP Ventures shall promptly provide the Company with copies of any written comments, and shall inform PHP Ventures of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the PHP Ventures Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ef) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco PHP Ventures (with the reasonable cooperation of the Company) shall distribute the Registration Proxy Statement to Purchaser’s PHP Ventures’ shareholders and, Purchaser pursuant thereto, shall call the PHP Ventures Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable Delaware Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, PHP Ventures shall solicit proxies from the PHP Ventures stockholders to vote in favor of the PHP Ventures Stockholder Approval Matters, as approved by the PHP Ventures Board of Directors, which approval shall also be included in the Registration Statement.
(fg) Purchaser If on the date for which the PHP Ventures Special Meeting is scheduled, PHP Ventures has not received proxies representing a sufficient number of shares to obtain the Required PHP Ventures Stockholder Approval, whether or not a quorum is present, PHP Ventures may make one or more successive postponements or adjournments of the PHP Ventures Special Meeting. PHP Ventures may also adjourn the PHP Ventures Special Meeting to establish a quorum or if the PHP Ventures stockholders have elected to redeem a number of shares of PHP Ventures Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.2(e) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall PHP Ventures adjourn the PHP Ventures Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. Except as otherwise required by applicable Law, PHP Ventures covenants that none of the PHP Ventures Board of Directors (including any committee thereof) or PHP Ventures shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions.
(h) PHP Ventures and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Documents PHP Ventures’ Organizational Documents, the Existing Company Articles and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the PHP Ventures Special Shareholder Meeting and the Redemption.
(gi) As soon The Company (with reasonable cooperation from PHP Ventures) shall take such steps as practicable following are necessary for the Registration Statement “clearing” comments from the SEC and becoming effective, listing of the Company shall solicit a consent in writing or by electronic transmission from Ordinary Shares and the Company Shareholders approving Public Warrants on Nasdaq, as a successor issuer, and adopting this Agreement, the Merger and, shall provide such information as is necessary to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)obtain Nasdaq approval of such listing.
Appears in 1 contract
Samples: Business Combination Agreement (PHP Ventures Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, Buyer shall prepare with the assistance of the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-1, Form S-4 or similar form (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Buyer Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective TimeClosing, which Registration Statement and the resale thereof, as applicable, and the Buyer Common Stock underlying the Buyer Preferred Stock, and will also contain prepare a proxy statement of Purchaser Buyer (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Buyer stockholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed Stockholder Meeting.
(the “Redemption”b) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Buyer stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders Buyer stockholders to be called and held for such purpose (the “Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval issuance of this Agreement and shares of Buyer Common Stock in connection with the Transactions Conversion, by Purchaser’s shareholders the holders of Buyer Common Stock in accordance with PurchaserBuyer’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and the rules and regulations of the SEC and NYSENasdaq, (B) amendment of Buyer’s Certificate of Incorporation to authorize sufficient additional shares of Common Stock to permit the approval of the PIPE InvestmentConversion, (C) the appointment of the members of the Post-Stockholder Approval Buyer Board, in each case in accordance with Section 6.12 hereof, and (D) such other matters as the Company and Purchaser Buyer shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CD), collectively, the “Shareholder Stockholder Approval Matters”), and (DE) the adjournment of the Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of PurchaserBuyer.
(bc) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date one day immediately preceding the date for which the Special Shareholder Stockholder Meeting is scheduled, Purchaser has Buyer reasonably believes that it will not received receive proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersStockholder Approval, whether or not a quorum is present, Purchaser or, Buyer will not have sufficient shares of Buyer common stock to constitute a quorum, Buyer may in its sole discretion make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Stockholder Meeting as long as such Special Shareholder Meeting, without the prior written consent of the Company, (x) may Stockholder Meeting is not be adjourned to a date that is postponed more than five days for each postponement or adjournment or an aggregate of ten (10) Business Days after the date days for which the Special Shareholder Meeting was originally scheduled all such postponements or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Dateadjournments. In connection with the Registration Statement and the Proxy Statement, Purchaser and Pubco will Buyer shall file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in Buyer’s Organisational Documents, the Cayman Companies Act Organizational Documents and the rules and regulations of the SEC and NYSENasdaq. Buyer shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Buyer with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement or Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cd) Purchaser, Buyer shall use commercially reasonable best efforts to have the Company, Merger Sub and Pubco Proxy Statement filed with the SEC as promptly as reasonably practicable. Buyer shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, Proxy Statement and the Special Shareholder Meeting and the RedemptionStockholder Meeting, respectively. Each of Purchaser, Pubco, Merger Sub Buyer and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Buyer and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement and the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement and the Proxy Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Buyer shall amend or supplement the Registration Proxy Statement and Pubco shall file cause the Registration Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserBuyer’s shareholders, in each case as and stockholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserBuyer’s Organisational Organizational Documents; provided, however, Buyer may not amend the Proxy Statement without Buyer’s written consent.
(de) Purchaser, the Company, Merger Sub and PubcoBuyer, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and Proxy Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement and Proxy Statement to “clear” comments from the SEC and become effective, as applicable. Buyer shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Buyer or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement and Proxy Statement, the Special Stockholder Meeting promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. Buyer shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement until such time that all restrictive legends have been removed in respect to the Buyer Securities registered under the Registration Statement pursuant to this Section 6.8.
(ef) As soon as practicable following the Registration Proxy Statement “clearing” comments from the SEC and becoming effectiveSEC, Purchaser and Pubco Buyer shall distribute the Registration Proxy Statement to PurchaserBuyer’s shareholders stockholders and, Purchaser pursuant thereto, shall call the Special Shareholder Meeting Stockholder Meeting. Buyer agrees that: (i) Buyer’s Board shall recommend that the holders of Buyer Common Stock vote to approve the Stockholder Approval Matters and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in accordance with this Section 6.8, (ii) the Cayman Companies Act as soon as practicable following Proxy Statement shall include a statement to the effectiveness of effect that Buyer’s Board recommends that Buyer’s stockholders vote to approve the Registration StatementStockholder Approval Matters.
(fg) Purchaser and Pubco Buyer shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserBuyer’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the RedemptionStockholder Meeting.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, Purchaser and Holdco shall prepare with the Company and Pubco shall jointly preparereasonable assistance of the Company, and Pubco shall file with the SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (i) the Pubco Holdco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities and the Holdco Warrants to be assumed by Holdco and automatically adjusted in favor of the holders of Purchaser Warrants and (ii) the Holdco Ordinary Shares to be issued under this Agreement to the holders of Company Shares prior to the First Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser Shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Purchaser Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder Purchaser Shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser Shareholders to vote, at an extraordinary general meeting of the Purchaser shareholders Shareholders to be called and held for such purpose (such meeting, together with an adjourned meeting, the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco Holdco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Documents, the Cayman Companies Act Organizational Documents and the rules and regulations of the SEC and NYSENasdaq. The Company shall provide Purchaser and Holdco with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub Purchaser and Pubco Holdco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Holdco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger SubHoldco, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco Holdco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersthe Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Agrico Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after delivery of the date hereof, PurchaserAudited Company Financials, the SPAC and the Company and Pubco shall jointly prepare, prepare and Pubco the Company shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Company Securities to be issued under this Agreement to the holders of Purchaser SPAC Securities prior pursuant to the Merger Effective TimeMerger, which Registration Statement will also contain a proxy statement of Purchaser the SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders SPAC stockholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaserthe SPAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares SPAC Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder SPAC Stockholder Approval Matters. Any SEC filing fee or printer expenses related to the Registration Statement shall be borne 50% by the Company and 50% by the SPAC. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders SPAC stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders SPAC stockholders to be called and held held, no later than thirty (30) days after Registration Statement has become effective for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of SPAC Common Stock in accordance with Purchaserthe SPAC’s Organisational DocumentsOrganizational Documents and IPO Prospectus, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Nasdaq (the approvals described in the foregoing clauses (A) to (C), collectivelyclause, the “Shareholder SPAC Stockholder Approval Matters”)) and (ii) any other proposals that are required for the consummation of the transactions contemplated by this Agreement that are submitted to, and (D) require the adjournment of vote of, the Special Shareholder Meeting, if necessary or desirable Public Stockholders in the reasonable determination of Purchaser.
(b) Purchaser, acting through its Registration Statement and agreed to by the SPAC and the Company. The board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) SPAC shall not (and no committee or subgroup thereof shall) change, withdraw, withholdamend, qualify or modifymodify its unanimous recommendation to the Public Stockholders that they vote in favor of the SPAC Stockholder Approval Matters (together with any withdrawal, amendment, qualification or publicly propose modification of its recommendation to changethe Public Stockholders described in the Recitals hereto, withdrawa “Modification in Recommendation”). The SPAC’s obligations to establish a record date for, withholdduly call, qualify or modifygive notice of, convene and hold the Purchaser SPAC Special Meeting shall not be affected by any Modification in Recommendation. If, and only if, on the date for which the SPAC Special Shareholder Meeting is scheduled, Purchaser the SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired SPAC Stockholder Approval, whether or not a quorum is present, Purchaser the SPAC may make one or more successive postponements or adjournments of the SPAC Special Shareholder Meeting, provided, ; provided that the SPAC Special Shareholder Meeting, without the prior written consent of the Company, Meeting (x) may is not be postponed or adjourned to a date that is more than ten fifteen (1015) Business Days days after the date for which the SPAC Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments or postponements required by applicable Law) and (y) is held no later than four three (43) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser the SPAC and Pubco the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. The SPAC and the Company shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any exhibit, amendment or supplement thereto prior to filing the same with the SEC. The SPAC shall consider any such comments timely made in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith. The SPAC shall not file the Registration Statement or any exhibit, amendment or supplement thereto without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed. The Company shall provide the SPAC with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.
(cb) Purchaser, The SPAC and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub the SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Company and the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, The SPAC and the Company, Merger Sub and Pubco Company shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersSPAC stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe SPAC’s Organisational Organizational Documents; provided, however, that the SPAC shall not amend or supplement the Registration Statement without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed.
(dc) Purchaser, Each of the SPAC and the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” respond to comments from the SEC and become effective. The SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the SPAC shall consider any such comments timely made in good faith under the circumstances and accept all reasonable additions, deletions or changes suggested by the Company and its counsel in connection therewith.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco the SPAC shall distribute the Registration Statement to PurchaserSPAC’s shareholders stockholders, and, Purchaser pursuant thereto, shall call the SPAC Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser The SPAC and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaserthe SPAC’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Maxpro Capital Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Ordinary Shares and the Pubco Public Warrants Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior Common Stock and the Company Stockholders pursuant to the Merger Effective TimeMergers, (y) the Pubco Public Warrants, and (z) the CVRs, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Mergers and the Domestication (and, to the extent required, the issuance of any shares in connection with the Purchaser Transaction Financing, if any), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSE, (Bii) the effecting of the Domestication, (iii) the change of name of Pubco and the adoption and approval of the PIPE InvestmentOrganizational Documents, (Civ) adoption and approval of a new equity incentive plan for Pubco in a form satisfactory to Purchaser (the “Incentive Plan” or “Post-Closing Equity Plan”), and which will provide for awards for a number of shares of Pubco Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption), as further set forth in the Incentive Plan, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.17 hereof, (vi) the amendment of the Stock Escrow Agreement to shorten the lock-up period applicable to securities of the Purchaser issued at the time of the IPO as Founder Shares thereunder and join Pubco as a party thereto; (vii) such other matters (or, to the extent applicable, excluding such approval matters) as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dviii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser shall consider in good faith any such comments timely made. The Company shall promptly provide Purchaser and Pubco with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein based on information supplied by Purchaser, Merger Subs or Sponsor for inclusion or incorporation by reference in the Registration Statement of any SEC filings of the Purchaser or the Proxy Statement provided to the Purchaser’s stockholders.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser, Merger SubPubco and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s Purchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents, provided, however, that the Purchaser shall not amend or supplement the Registration Statement without providing the Company with reasonably opportunity to comment or supplement.
(dc) Each of Pubco and Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider in good faith any such comments timely made under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Americas Technology Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepare, with the reasonable assistance of the Company, and Pubco shall cause Holdco to file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Holdco Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (such rights to have their Purchaser Ordinary Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Denali Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, the Companies Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption of the amended and restated memorandum and articles of association of Purchaser in connection with the Denali Merger, (iii) the change of name of the Purchaser in connection with the Denali Merger, (iv) on an advisory basis only, the adoption and approval of the PIPE InvestmentAmended Holdco Certificate of Incorporation, including the change of name of Holdco, (Cv) adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the Company and Purchaser (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Holdco Common Stock equal to (a) ten percent (10%) of the aggregate number of shares of Holdco Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), plus (b) the number of shares of Holdco Common Stock underlying the Converted Stock Options, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (including any proposal to alter the authorized share capital of the Purchaser to match the authorized share capital of Denali Merger Sub) (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco Holdco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and Holdco and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s Purchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(d) Purchaser; provided, however, that the Purchaser shall not amend or supplement the Proxy Statement without prior written consent of the Company, Merger Sub and Pubconot to be unreasonably withheld, with the assistance of the other Partiesconditioned, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effectiveor delayed.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Denali Capital Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants shares of Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval MattersMeeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSE, Nasdaq; (Bii) the approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation upon the Closing; (iii) the adoption and approval of a new equity incentive plan in a form to be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (C10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), ; and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Documents, the Cayman Companies Act Organizational Documents and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.
(cb) Purchaser, the Company, Merger Sub and Pubco The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting Statement and the RedemptionPurchaser Special Meeting. Each of Purchaser, Pubco, Merger Sub the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) The Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the RedemptionMeeting.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Tingo, Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereof, the Purchaser, Pubco and the Company shall prepare and Pubco shall jointly preparemutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), and Pubco shall file with the SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Company Holders pursuant to the Merger Effective TimeMergers, which Registration Statement will shall also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from the Purchaser’s shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser the Purchaser’s shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares in connection with any Transaction Financing) and the Plan of Merger, by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Pubco Organizational Documents, (Ciii) the adoption and approval of a new equity incentive plan for Pubco, in form and substance to be mutually agreed by the Purchaser and the Company prior to the effectiveness of the Registration Statement, and which shall provide for awards for a number of shares of Pubco Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (after giving effect to the Closing Redemption), (iv) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.16 hereof, and (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the . The Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) Board shall not (and no committee or subgroup thereof shall) change, withdraw, withholdamend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, modify its recommendation that the Purchaser’s shareholders approve the Purchaser RecommendationShareholder Approval Matters. If, on the date for which the Purchaser Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, the Purchaser and Pubco will shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Purchaser and Pubco shall consider in good faith any such comments. The Company shall provide Purchaser with such information concerning the Company and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein to the extent based solely on information supplied by the Purchaser, the Merger Subs or the Sponsor for inclusion or incorporation by reference in the Registration Statement or any SEC filings of the Purchaser or the Proxy Statement provided to the Purchaser’s shareholders.
(cb) The Purchaser, Pubco and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Closing Redemption. Each of the Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, the Purchaser and Pubco and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. PurchaserThe Purchaser and Pubco, with the reasonable cooperation of the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholders, in each case case, as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed).
(dc) Each of Pubco and the Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider in good faith any such comments. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement each time before any such document is filed with the SEC, and the Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. No filing of, or amendment or supplement to the Registration Statement shall be made by the Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). No response to any comments from the SEC or the staff of the SEC relating to the Registration Statement shall be made by the Purchaser or Pubco without the prior consent of the Company (such consent not to be unreasonably withheld, conditions or delayed), and without providing the Company, as applicable, a reasonable opportunity to review and comment thereon.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser shall (i) cause the Proxy Statement to be disseminated to the Purchaser’s shareholders andin compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold the Purchaser shall Special Meeting in accordance with the Purchaser’s Organizational Documents and Nasdaq listing rules, for a date no later than thirty (30) days following the date the Registration Statement is declared effective, (iii) solicit proxies from the holders of Purchaser Ordinary Shares to vote in favor of each of the Purchaser Shareholder Approval Matters, and (iv) call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Closing Redemption.
(gf) As soon as practicable following the Registration Statement “clearing” comments from the SEC The Purchaser and becoming effective, the Company shall solicit a consent use commercially reasonable efforts to cause: (i) Pubco to satisfy all applicable listing requirements of Nasdaq and (ii) the Pubco Common Stock issuable in writing or by electronic transmission from the Company Shareholders approving and adopting accordance with this Agreement, including the Merger andMergers, to be approved for listing on Nasdaq (and the extent required by LawCompany shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the Transactions (date of this Agreement, and in any event prior to the “Company Shareholder Approvals”)Effective Time.
Appears in 1 contract
Samples: Business Combination Agreement (Mars Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders shareholders, rightholders and warrantholders of Purchaser Securities prior to the Merger Effective TimeCompany and Purchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Purchaser Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Documents the Purchaser Charter and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary a general meeting (whether annual or extraordinary) of Purchaser shareholders to be called and held for such purpose (the “Special Purchaser Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement Agreement, (B) the Second Merger and the approval and adoption of the Second Merger Plan of Merger and the Transactions (including, to the extent required, the issuance of the Company Share Consideration), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Documentsthe Purchaser Charter, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE InvestmentNasdaq, (C) the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”), which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Class A Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Class A Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.14 hereof, (E) to the extent required by the Federal Securities Laws, the Cayman Companies Act or otherwise under the Laws of the Cayman Islands, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CF), collectively, the “Purchaser Shareholder Approval Matters”), and (DG) the adjournment of the Special Purchaser Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of Company and Purchaser.
(b) PurchaserPubco, acting through its board of directors (or a committee thereof), Purchaser and the Company each shall use their reasonable best efforts to (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in cause the Proxy StatementStatement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) shall use reasonable endeavours respond as promptly as reasonably practicable to solicit and resolve all comments received from its shareholders proxies the SEC concerning the Proxy Statement or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(cv) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Purchaser Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that Purchaser, Pubco and the Company are responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
(c) Each of Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Purchaser, Pubco, Merger Sub and (iii) the Company shalltime of the Purchaser Shareholder Meeting, and shall cause each of its Subsidiaries to(iv) the Second Merger Effective Time. If, make their respective directorsat any time prior to the Second Merger Effective Time, officers and employeesany event or circumstance relating to Purchaser (with respect to Purchaser), upon reasonable advance notice, available or relating to the Company, Pubco, First Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings Sub or Second Merger Sub (with respect to the transactions contemplated Company), or their respective officers or directors, should be discovered by this Agreement, including Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from Purchaser or the SECCompany (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documentsthe Purchaser Charter.
(d) Purchaser, Pubco and the CompanyCompany each will advise the other, Merger Sub and Pubcopromptly after they receive notice thereof, with of any request by the assistance SEC for amendment of the other Parties, shall promptly respond to any SEC comments on Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall otherwise use reasonable endeavours cooperate and mutually agree upon (such agreement not to cause be unreasonably withheld, conditioned or delayed) any response to comments of the Registration Statement SEC with respect to “clear” comments the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Shareholder Meeting and become effectivethe Redemption promptly after the receipt of such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Purchaser Shareholder Meeting in accordance with the Purchaser Charter and the Cayman Companies Act as soon promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
. Purchaser, acting through its board of directors (for a committee thereof), shall (i) make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement and (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Purchaser Shareholder Approval Matters. If on the date for which the Purchaser Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters or otherwise take actions consistent with Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between Purchaser and Pubco the Company. Purchaser shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in use its best efforts to obtain the preparation, filing and distribution approval of the Registration StatementPurchaser Shareholder Approval Matters, any solicitation of including by soliciting from its shareholders proxies thereunder, the calling and holding as promptly as possible in favor of the Special Purchaser Shareholder Meeting Approval Matters, and shall take all other action necessary or advisable to secure the Redemptionrequired vote or consent of its shareholders.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Distoken Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (Ciii) the adoption and approval of a new equity incentive plan in the form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options and Exchanged RSUs) equal to seven and one-half percent (7.5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption, and less the number of shares of Purchaser Common Stock related to the Assumed Options and Exchanged RSUs), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Delaware Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, and (B) the approval of the PIPE Investment, (C) such other matters as the Company Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to and (CB), collectively, the “Shareholder Stockholder Approval Matters”), and (DC) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Cayman Companies Delaware Act and the rules and regulations of the SEC and NYSENasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC and shall give due consideration to comments provided by the Company (and its counsel). Neither the Registration Statement nor the Proxy Statement, nor any amendment or supplement to the Registration Statement or the Proxy Statement, shall be filed without the approval (not to be unreasonably withheld, delayed or conditioned) of both Purchaser and the Company. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to (i) “clear” comments from the SEC, (ii) cause the Registration Statement to become effective and (iii) keep the Registration Statement effective for as long as necessary to consummate the transactions contemplated hereby. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and become effectivethe Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. Purchaser and Pubco shall not file any comment response letters with the SEC without the approval (not to be unreasonably withheld, delayed or conditioned) of both Purchaser and the Company.
(e) As soon as practicable following after the SEC declares the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Proxy Statement contained in the Registration Statement to Purchaser’s shareholders stockholders and, Purchaser pursuant thereto, shall call duly call, give notice of, convene and hold (subject to the last sentence of this Section 7.10(e)) the Special Shareholder Meeting in accordance with the Cayman Companies Delaware Act for a date no later than thirty (30) days following the date on which the SEC declared the Registration Statement effective and shall solicit proxies from the holders of Purchaser securities to vote in favor of the Stockholder Approval Matters. Purchaser, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Purchaser Common Stock vote in favor of the adoption of this Agreement and the approval of the Transactions, and shall otherwise use its best efforts to obtain the Required Shareholder Approval. Purchaser shall provide the Company with (i) updates with respect to the tabulated vote counts received by Purchaser, (ii) the right to demand postponement or adjournment of the Special Meeting if, based on the tabulated vote count, Purchaser will not receive the required approval of its stockholders to adopt this Agreement and approve the transactions contemplated hereby and the other Stockholder Approval Matters, and (iii) the right to review and comment on all communication sent to Purchaser’s stockholders, holders of Purchaser Warrants and/or proxy solicitation firms. Neither Purchaser’s board of directors nor any committee or agent or representative thereof shall (i) withdraw (or modify in any manner adverse to the Company), or propose to withdraw (or modify in any manner adverse to the Company), Purchaser board’s recommendation that Purchaser’s stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Alternative Transaction, (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow Purchaser to execute or enter into, any agreement related to an Alternative Transaction, (iv) enter into any agreement, letter of intent, or agreement in principle requiring Purchaser to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (v) fail to recommend against any Alternative Transaction, (vi) fail to re-affirm the aforementioned Purchaser board recommendation at the written request of the Company within five (5) Business Days of such request or (vii) resolve or agree in writing to do any of the foregoing (any of the actions listed in sub-clauses (i) through (vii) of this sentence, a “Change of Recommendation”). If on the date for which the Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Meeting, and shall hold the Special Meeting as soon as reasonably practicable following upon Purchaser’s determination that it has received a sufficient number of Purchaser Securities to obtain the effectiveness of the Registration StatementRequired Shareholder Approval.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Documents and Pubco’s Organizational Documents, respectively, and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon promptly as practicable following after the Registration Statement “clearing” comments from date the SEC and becoming effectivehereof, the Company shall solicit provide to Purchaser and Pubco (collectively, the “Required Registration Statement Company Financials”): (i) consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies as of December 31, 2018, December 31, 2017, and December 31, 2016, and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the years then ended, each audited in accordance with PCAOB auditing standards by a consent in writing or by electronic transmission from PCAOB qualified auditor, and (ii) the Company Shareholders approving prepared and adopting this Agreementauditor reviewed financial statements, consisting of the Merger andconsolidated balance sheet of the Target Companies as of June 30, 2019 (or if required to be provided by applicable Law or the extent required by Lawrules or practices of the SEC as of the date of the initial filing of the Registration Statement with the SEC in order for the SEC to accept and review such filing, September 30, 2019) and the Transactions related consolidated income statement, changes in shareholder equity and statement of cash flows for the six (the “Company Shareholder Approvals”)6) months (or if applicable, nine (9) months) then ended.
Appears in 1 contract
Samples: Business Combination Agreement (Tiberius Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters. .
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with any PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (B) the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (C) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit G hereto (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (D) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (E) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Purchaser Shareholder Approval Matters”), and (DF) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(bc) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. Purchaser shall use its reasonable best efforts to solicit from the Purchaser stockholders proxies in favor of the Purchaser Shareholder Approval Matters prior to such Purchaser Special Meeting, provided, that and to take all other reasonable actions necessary or advisable to secure the Special Required Purchaser Shareholder Meeting, without the prior written consent of the Company, Approval.
(xd) may not be adjourned to a date that is more than ten [RESERVED]
(10e) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cf) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all exert reasonable and necessary actions required best efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case Purchaser stockholders as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dg) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting, and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments (and Purchaser shall consider any such comments by the Company in good faith).
(eh) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to the Company Stockholders and the Proxy Statement to Purchaser’s shareholders stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fi) Purchaser shall apply for, and Pubco shall use reasonable best efforts to cause the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Closing Date and shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.”
c. Section 5.20 of the Original Agreement is hereby amended to delete clause (gi) As soon as practicable following thereof in its entirety and replace it with the Registration Statement following: “clearing” comments from [RESERVED]”.
Section 6.1 (b) of the SEC Original Agreement is hereby deleted in its entirety and becoming effective, replaced with the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the following: “Company Shareholder Approvals[RESERVED]”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (AMCI Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities prior to the Stockholder Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies or votes from the Purchaser’s shareholders stockholders for issuance of the Stockholder Merger Consideration and the other the matters to be acted upon at the special meeting of the Purchaser’s stockholders (the “Purchaser Special Meeting”) and (y) soliciting proxies from the Company Stockholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaserspecial meeting of the Company’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed Stockholders (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Company Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the The Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following . Each Party shall provide the Registration Statement “clearing” comments other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its Representatives receive from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement or its staff with respect to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunderthe Purchaser Special Meeting, the calling and holding of the Special Shareholder Meeting and the RedemptionCompany Special Meeting promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(gc) As soon as practicable following Purchaser shall file the Registration Statement “clearing” comments from reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Purchaser is not required to file such reports, will, make publicly available other information) and becoming effective, will take such further action as the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this AgreementStockholders may reasonably request, the Merger and, all to the extent required from time to time to enable the Company Stockholders (or their designees) to sell the Merger Consideration without registration under the Securities Act within the limitation of the exemptions provided by Law(i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Transactions (the “Company Shareholder Approvals”)SEC.
Appears in 1 contract
Samples: Merger Agreement (Spherix Inc)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company SPAC and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders shareholders, rightholders and warrantholders of Purchaser Securities prior to the Merger Effective TimeCompany and SPAC, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s SPAC shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Documents the SPAC Charter and the IPO Prospectus to have their Purchaser SPAC Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s SPAC shareholders to vote, at an extraordinary general meeting of Purchaser SPAC shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Share Consideration), by Purchaser’s shareholders the holders of SPAC Ordinary Shares in accordance with Purchaser’s Organisational Documentsthe SPAC Charter, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to and (CB), collectively, the “SPAC Shareholder Approval Matters”), and (DC) the adjournment of the Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of PurchaserCompany and SPAC.
(b) PurchaserPubco, acting through its board of directors (or a committee thereof), SPAC and the Company each shall use their reasonable best efforts to (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in cause the Proxy StatementStatement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) shall use reasonable endeavours respond as promptly as reasonably practicable to solicit and resolve all comments received from its shareholders proxies the SEC concerning the Proxy Statement or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(cv) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by SPAC or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of Purchaser, Pubco, Merger Sub SPAC and the Company shallshall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither SPAC nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that SPAC, Pubco and the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
(c) Each of SPAC and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of SPAC, (iii) the time of the Special Shareholder Meeting of SPAC, and shall cause each of its Subsidiaries to(iv) the Second Merger Effective Time. If, make their respective directorsat any time prior to the Second Merger Effective Time, officers and employeesany event or circumstance relating to SPAC (with respect to SPAC), upon reasonable advance notice, available or relating to the Company, Pubco, First Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings Sub or Second Merger Sub (with respect to the transactions contemplated Company), or their respective officers or directors, should be discovered by this Agreement, including SPAC or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from SPAC or the SECCompany (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub SPAC and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), SPAC and Pubco shall file with the SEC and disseminate to SPAC’s shareholders the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documentsthe SPAC Charter.
(d) PurchaserSPAC, Pubco and the CompanyCompany each will advise the other, Merger Sub and Pubcopromptly after they receive notice thereof, with of any request by the assistance SEC for amendment of the other Parties, shall promptly respond to any SEC comments on Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall otherwise use reasonable endeavours cooperate and mutually agree upon (such agreement not to cause be unreasonably withheld, conditioned or delayed) any response to comments of the Registration Statement SEC with respect to “clear” comments the Proxy Statement. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and become effectivethe Redemption promptly after the receipt of such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser SPAC and Pubco shall distribute the Registration Statement to PurchaserSPAC’s shareholders and, Purchaser SPAC shall call the Special Shareholder Meeting in accordance with the SPAC Charter and the Cayman Companies Act as soon promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
. SPAC, acting through its board of directors (for a committee thereof), shall (i) Purchaser make SPAC Recommendation and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement include such SPAC Recommendation in the preparation, filing Proxy Statement and distribution (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the Registration Statementapproval of SPAC Shareholder Approval Matters, any solicitation and (iii) take all other action necessary or advisable to secure the approval of SPAC Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, SPAC has not received proxies thereunderand votes representing a sufficient number of shares to obtain the Required Shareholder Approval, the calling and holding whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of SPAC that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of SPAC Shareholder Approval Matters or otherwise take actions consistent with SPAC’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between SPAC and the RedemptionCompany. SPAC shall use its best efforts to obtain the approval of SPAC Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of SPAC Shareholder Approval Matters, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (AIB Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereofSigning Date, Purchaser, the Company HUDA and Pubco shall jointly prepare, and Pubco shall file with the SECSEC (at the sole cost and expense of Pubco with respect to any applicable SEC filing fees and/or registration fees, subject to Section 10.3) a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (i) the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to (A) the holders of Purchaser HUDA Securities prior to the Merger Effective TimeTime and (B) Joining Sellers who first execute and deliver to HUDA, Pubco and the Company Seller Xxxxxxxx after the date on which the Registration Statement shall have become effective (the “Registration Statement Effective Date”) (other than as a transferee of the Signing Seller or another Joining Seller who was a Joining Seller on or prior to the Registration Statement Effective Date) and which Seller Joinders contain an acknowledgement by such holders of Company Ordinary Shares that they have received the Proxy Statement prospectus with respect to the Transactions, and (ii) the distribution of up to fifty percent (50%) (such percentage to be determined by the Signing Seller prior to the Registration Statement Effective Date) of the Exchange Shares to be received by the Signing Seller to the shareholders (the “Parent Shareholders”) of its ultimate parent entity (the “Signing Seller Distribution”), which Registration Statement will also contain a proxy statement of Purchaser HUDA (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders HUDA stockholders for the matters to be acted upon at the Special Shareholder Stockholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with PurchaserHUDA’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares HUDA Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters. .
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s HUDA shareholders to vote, at an extraordinary general a special meeting of Purchaser shareholders HUDA stockholders to be called and held for such purpose (the “Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and any securities in any Transaction Financing), by Purchaser’s shareholders the holders of HUDA Common Stock in accordance with PurchaserHUDA’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (B) to the extent required by the Federal Securities Laws or the Laws of the British Virgin Islands, the adoption of the Amended Pubco M&A, (C) the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and HUDA and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing (or such other percentage as reasonably agreed by HUDA, the Company, and Pubco prior to the Registration Effective Date), (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) the approval of an amendment to the PIPE InvestmentInsider Letter, effective upon the Closing, to provide that up to an aggregate of 3,000,000 Pubco Ordinary Shares issued pursuant to this Agreement in exchange for the Founder Shares, HUDA Private Units, HUDA Private Shares and HUDA Rights, when added together with the Pubco Ordinary Shares issued pursuant to this Agreement in satisfaction of the Converted Sponsor Loans, will be released from the restrictions on Transfer (as defined in the Insider Letter) set forth therein (the “Insider Letter Amendment Approval”), (CF) such other matters as the Company Company, Pubco and Purchaser HUDA shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CF), collectively, the “Shareholder Stockholder Approval Matters”), and (DG) the adjournment of the Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of PurchaserHUDA.
(bc) PurchaserHUDA, acting through its board of directors the HUDA Board (or a committee thereof), shall (i) shall make the Purchaser HUDA Recommendation and include such Purchaser the HUDA Recommendation in the Proxy Statement, (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders stockholders proxies or votes in favour favor of the approval of the Shareholder Stockholder Approval Matters Matters, and (iii) take all other action necessary or advisable to secure the approval of the Stockholder Approval Matters. The HUDA Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, fail to make, qualify or modify, or publicly propose to change, withdraw, withhold, fail to make, qualify or modify, the Purchaser HUDA Recommendation. IfWithout the prior written consent of the Company, on HUDA shall not be entitled to postpone or adjourn the date Special Stockholder Meeting except: (i) to the extent required by applicable Law; (ii) to ensure that any supplement or amendment to the Proxy Statement that HUDA has determined in good faith is required by applicable Law is disclosed to HUDA stockholders with sufficient time prior to the Special Stockholder Meeting for HUDA stockholders to consider the disclosures contained in such supplement or amendment; (iii) if, as of the time for which the Special Shareholder Stockholder Meeting is scheduledscheduled (as set forth in the Proxy Statement or its supplement), Purchaser has not received there are insufficient shares of HUDA Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Stockholder Meeting; or (iv) in order to solicit additional proxies and votes representing a sufficient number of shares from HUDA stockholders required to obtain the Shareholder Approval MattersRequired HUDA Stockholder Approval; provided, whether that, in the event of a postponement or not a quorum is presentadjournment, Purchaser the Special Stockholder Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and HUDA may make one or more successive postponements or adjournments of the Special Shareholder Meeting, Stockholder Meeting in accordance with the terms of this Agreement; provided, that the Special Shareholder Meetingfurther that, without the prior written consent of the Company, (x) may such postponement or adjournment cannot be adjourned to a date that is extend more than ten five (105) Business Days after in the date for which aggregate without the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting Company’s prior written consent.
(excluding any adjournments required by applicable Lawd) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser HUDA and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law, PurchaserHUDA’s Organisational Organizational Documents, Pubco’s Organizational Documents, the Cayman Companies Act Laws of the British Virgin Islands, the DGCL and the rules and regulations of the SEC and NYSENasdaq. HUDA and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto, and will obtain the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed), in any case, prior to filing the same with the SEC. The Company Entities shall provide HUDA with such reasonable information concerning the Company Entities and their respective Subsidiaries and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.
(ce) Purchaser, the Company, Merger Sub HUDA and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Stockholder Meeting and the Redemption. Each of PurchaserHUDA, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its their respective Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser other Parties and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such Party has become aware that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub HUDA and Pubco shall amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of HUDA) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserHUDA’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserHUDA’s Organisational Organizational Documents; provided, that neither HUDA nor Pubco shall amend or supplement the Registration Statement without the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed.
(df) Purchaser, the Company, Merger Sub HUDA and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. HUDA and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that HUDA, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments and shall consider any such comments in good faith and shall use commercially reasonable efforts to accept all reasonable additions, deletions or changes suggested by the other Parties and their counsel in connection therewith.
(eg) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser HUDA and Pubco shall distribute the Registration Statement to PurchaserHUDA’s shareholders and, Purchaser HUDA shall call the Special Shareholder Stockholder Meeting in accordance with the Cayman Companies Act DGCL for a date as soon promptly as practicable following the effectiveness of practicable, but in no event later than thirty (30) days, after the Registration StatementStatement Effective Date.
(fh) Purchaser Notwithstanding anything to the contrary contained in this Agreement, each of HUDA, Pubco and the Company hereby agree that, without the prior written consent of HUDA, Pubco and the Company, it will not accept or consent to a Seller Joinder executed by a holder of Company Shares (other than those that are expected to be a Pubco Insider immediately after the Closing) which is dated prior to the Registration Statement Effective Date or which does not contain an acknowledgement by such holder of Company Shares that it has received the Proxy Statement prospectus with respect to the Transactions.
(i) HUDA and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserHUDA’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Stockholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Hudson Acquisition I Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders shareholders and rightsholders of Purchaser Securities prior to the Merger Effective TimeCompany and Purchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Extraordinary General Meeting (as defined below) and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Extraordinary General Meeting”), in favour favor of resolutions approving (A) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Company Merger Consideration), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) as a special resolution, the adoption and approval of the PIPE InvestmentSecond Merger Plan of Merger, the Second Merger and the Second Surviving Company Charter, (C) as an ordinary resolution, the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”) which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (D) as an ordinary resolution, the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.14 hereof, (E) as an ordinary resolution, the appointment of the directors constituting the post-Closing board of directors of the Purchaser , (F) as an ordinary resolution, to the extent required by the Federal Securities Laws, the Cayman Companies Act, the adoption of the Amended Pubco Charter, and (G) with the requisite approval required under the Purchaser Charter, the Cayman Companies Act or any other applicable Law, such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CG), collectively, the “Purchaser Shareholder Approval Matters”), and (DH) as an ordinary resolution, the adjournment of the Special Shareholder Extraordinary General Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of Company and Purchaser.
(b) PurchaserPubco, acting through its board of directors (or a committee thereof), Purchaser and the Company each shall use their reasonable best efforts to (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in cause the Proxy StatementStatement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) shall use reasonable endeavours respond as promptly as reasonably practicable to solicit and resolve all comments received from its shareholders proxies the SEC concerning the Proxy Statement or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(cv) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Extraordinary General Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that Purchaser, Pubco and the Company is responsible for filing with the SEC in connection with the Transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Each of the Company, Purchaser and Pubco also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the Transactions.
(c) The Company, each Acquisition Entity and Purchaser shall furnish all information concerning such party as Purchaser and the Company may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement. Each of Purchaser and the Company represents to the other party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Purchaser, Pubco, Merger Sub and (iii) the Company shalltime of the Extraordinary General Meeting of Purchaser, and shall cause each of its Subsidiaries to(iv) the Effective Time. If, make their respective directorsat any time prior to the Effective Time, officers and employeesany event or circumstance relating to Purchaser (with respect to Purchaser), upon reasonable advance notice, available or relating to the Company, Pubco, First Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings Sub or Second Merger Sub (with respect to the transactions contemplated Company), or their respective officers or directors, should be discovered by this Agreement, including Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from Purchaser or the SECCompany (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, Pubco and the CompanyCompany each will advise the other, Merger Sub and Pubcopromptly after they receive notice thereof, with of any request by the assistance SEC for amendment of the other Parties, shall promptly respond to any SEC comments on Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall otherwise use reasonable endeavours cooperate and mutually agree upon (such agreement not to cause be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement or the Registration Statement to “clear” comments Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Proxy Statement, the Registration Statement, the Extraordinary General Meeting and become effectivethe Redemption promptly after the receipt of such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders in accordance with the applicable Law and, Purchaser shall call the Special Shareholder Extraordinary General Meeting in accordance with Purchaser’s Organizational Documents and the Cayman Companies Act as soon promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
Statement for the purpose of voting on the Purchaser Shareholder Approval Matters and obtaining the Required Shareholder Approval (f) including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), providing Purchaser Shareholders with the opportunity to elect to effect a Redemption and such other matters as may be mutually agreed by Purchaser and Pubco shall comply the Company. Purchaser will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of this Agreement and the Purchaser Shareholder Approval Matters, including the Required Shareholder Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable LawsLaw, any applicable Nasdaq rules (as applicable) and regulations of NYSE, Purchaser’s Organisational Documents Organizational Documents. Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and this Agreement include such Purchaser Recommendation in the preparation, filing Proxy Statement and distribution (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the Registration Statement, any solicitation of proxies thereunder, the calling and holding approval of the Special Purchaser Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Purchaser Shareholder Approval Matters. If on the date for which the Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Extraordinary General Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters or otherwise take actions consistent with Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between Purchaser and the RedemptionCompany. Purchaser shall use its best efforts to obtain the approval of the Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of the Purchaser Shareholder Approval Matters, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Aimei Health Technology Co., Ltd.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Conversion (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentConversion Organizational Documents, (Civ) the adoption and approval of a new equity incentive plan, in a form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options) equal twenty percent (20%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) adoption and approval of a new a new employee stock purchase plan in a form to be mutually agreed between Purchaser and the Company (the “ESPP””), which will provide for awards of purchase rights for a number of shares of Purchaser Common Stock, with an initial pool of five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption with an annual evergreen of two percent (2%) of the total number of shares of Purchaser Common Stock issued and outstanding, as of the day prior to such increase, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dviii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Domestication and the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE), by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (Ciii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereofof this Agreement, Purchaser, Purchaser and the Company and Pubco shall jointly prepareprepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Pubco Purchaser shall (at the sole cost and expense of Purchaser) file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Securities to be issued under this Agreement to the holders of Purchaser Securities securities of the Company prior to the Merger Effective TimeDate, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Class A Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company and Purchaser) (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders the holders of Purchaser Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENASDAQ, (B) the approval adoption of the PIPE InvestmentAmended Purchaser Charter, (C) the adoption and approval of a new equity incentive plan for Purchaser in substantially the form of Exhibit J or as the Company and Purchaser otherwise mutually agree on pursuant to Section 5.15 (the “Purchaser Equity Plan”), (D) the appointment of the members of the Post-Closing Purchaser Board, in each case in accordance with Section 5.14 hereof, (E) such other matters (if any) as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, Statement and (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders proxies or votes in favour favor of the approval of the Purchaser Shareholder Approval Matters Matters, and (iii) shall not (and no committee or subgroup thereof shall) use its commercially reasonable efforts to secure the approval of the Purchaser Shareholder Approval Matters; provided, however, that Purchaser’s board of directors may change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Purchaser its recommendation (a “Change in Recommendation”) if it determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by Purchaser’s board of directors of its fiduciary obligations to Purchaser’s shareholders under applicable Law. If, If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will will, with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENASDAQ. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. PurchaserPurchaser shall, with the Companyagreement of the Company prior to filing any such amendment or supplement (such agreement not to be unreasonably withheld, Merger Sub and Pubco shall conditioned or delayed), amend or supplement the Registration Statement and Pubco Purchaser shall (at the sole cost and expense of Purchaser), with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, Purchaser shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENASDAQ, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following For the Registration Statement “clearing” comments from the SEC and becoming effectiveavoidance of doubt, the Company shall solicit a consent not be required by this Section 5.9 to take, or cause to be taken, any action in writing response to comments of the SEC staff made in connection with the Registration Statement, that would or by electronic transmission could reasonably be expected to result in (x) any material and lasting change in the business of the Target Companies as contemplated under the Business Plan as of the date of this Agreement or (y) any Target Company being required to hold, obtain or apply for any material Permit from any Government Authority other than those set forth in Schedule 4.10 of the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Disclosure Schedules.
Appears in 1 contract
Samples: Business Combination Agreement (TradeUP Global Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco Holdco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares required shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Timewarrants, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Civ) such other matters as the Target Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, law, and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Target Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Target Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco Holdco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Holdco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and Holdco and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco Holdco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser and Holdco shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(dc) Purchaser, the Company, Merger Sub Purchaser and PubcoHoldco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Target Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Target Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Target Company Shareholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco Holdco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational and Holdco’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the Holdco Ordinary Shares to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Closing.
(f) The Company shall use best efforts to procure the delivery to the Parties of an unqualified audit opinion by a PCOAB qualified auditor reasonably acceptable to Purchaser on the Annual Company Financials (the “Audited Company Financials”) by no later than 29 July 2022 and in any event shall procure the delivery to the Parties of such unqualified audit of the Annual Company Financials by no later than 31 August 2022. Should Company be unable to deliver such unqualified audit opinion of the Annual Company Financials by 31 August 2022, Purchaser may, at its option, either terminate this Agreement or extend the date to receive such audit opinion; provided Company is in compliance with Section 11.4.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the The Company shall solicit a consent in writing or timely deliver updated financial statements as required pursuant to SEC regulations as requested by electronic transmission from Purchaser, including audited financial statements for the Company Shareholders approving and adopting this Agreementyear ended December 31, the Merger and2022, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)if required.
Appears in 1 contract
Samples: Business Combination Agreement (DUET Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Conversion, by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentConversion Organizational Documents, (Civ) the adoption and approval of a new equity incentive plan, in a form to be mutually agreed between Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal twenty percent (20%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) adoption and approval of a new a new employee stock purchase plan in a form to be mutually agreed between Purchaser and the Company (the “ESPP””), which will provide for awards of purchase rights for a number of shares of Purchaser Common Stock, with an initial pool of five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption with an annual evergreen of two percent (2%) of the total number of shares of Purchaser Common Stock issued and outstanding, as of the day prior to such increase, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dviii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and the Company Shareholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(gf) As soon as practicable following In the Registration Statement “clearing” comments from event that the SEC and becoming effectiveClosing occurs, the Company shall solicit a consent pay for and/or reimburse Purchaser for all reasonable expenses incurred in writing relation to the preparation and filing of the Registration Statement as described in this Section 5.13 including, without limitation, all of Purchaser’s reasonable legal and accounting expenses.
(g) If any tax opinion is required by the SEC or otherwise, or is given in connection with the transactions contemplated by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, such tax opinion shall be provided by counsel to the extent required Company (and in no event by Lawcounsel to the Purchaser). For clarity, a tax opinion by either Party’s advisors shall not be a condition precedent to the Transactions (the “Company Shareholder Approvals”)Business Combination.
Appears in 1 contract
Samples: Merger Agreement (Genesis Growth Tech Acquisition Corp.)
The Registration Statement. (aA) As promptly The Registration Statement, as practicable after amended to cover the date hereofoffering, Purchaserissuance and sale by TMI of such number of shares of TMI Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to TMI (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") sufficient when added to the funds, if any, available from other sources (the Company and Pubco shall jointly prepare"Other Financing Sources"), if any, and Pubco shall file with as set forth in the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Registration Statement contained therein, the “Registration Statement”) in connection with the registration when it becomes effective under the Securities Act to enable TMI to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Pubco Ordinary Shares merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the mergers or other acquisition transactions contemplated thereby, and (3) the total amount of Indebtedness of the Founding Companies and TMI which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by TMI from the IPO and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective TimeOther Financing Sources, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to shall have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required been declared effective under the Cayman Companies Securities Act and by the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, SEC; (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in no stop order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following suspending the effectiveness of the Registration Statement.
Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; (fC) Purchaser and Pubco the Underwriter shall comply with all applicable Lawshave agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, any applicable rules and regulations of NYSEif any) to purchase from TMI on a firm commitment basis for resale to the public initially at the IPO Price, Purchaser’s Organisational Documents and this Agreement subject to the conditions set forth in the preparationUnderwriting Agreement, filing and distribution such number of the Registration Statement, any solicitation shares of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following TMI Common Stock covered by the Registration Statement “clearing” comments from as, when multiplied by the SEC and becoming effective, price per share of TMI Common Stock to be paid by the Company shall solicit a consent in writing or by electronic transmission from Underwriter to TMI pursuant to the Company Shareholders approving and adopting this Underwriting Agreement, shall equal at least the Merger and, Minimum Cash Amount; and (D) neither the Registration Statement nor the Final Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the extent required by Law, statements contained therein not materially misleading in the Transactions (light of the “Company Shareholder Approvals”)circumstances under which those statements are made.
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company shall prepare and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Company’s Ordinary Shares and the Pubco Public Company Warrants to be issued under this Agreement to the holders of Purchaser Securities VSAC Common Stock and the Company Ordinary Shares issuable upon exercise or conversion of the Company Warrants outstanding prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser VSAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders VSAC stockholders for the matters to be acted upon at the VSAC Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with PurchaserVSAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares VSAC Class A Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder VSAC Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders VSAC stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders VSAC stockholders to be called and held for such purpose (the “VSAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions Transactions, (ii) the approval of the issuance of VSAC Securities in the PIPE Investment, by Purchaser’s shareholders VSAC stockholders in accordance with PurchaserVSAC’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Delaware Law and the rules and regulations of the SEC and NYSENasdaq, if applicable, (Biii) the approval of the PIPE InvestmentRestated VSAC Certificate, (Civ) such other matters as the Company and Purchaser VSAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai), (ii), (iii) to and (Civ)), collectively, the “Shareholder VSAC Stockholder Approval Matters”), and (Dv) the adjournment of the VSAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside DateVSAC. In connection with the Registration Statement and the Merger, the Company shall (w) assist VSAC in obtaining Nasdaq approval of the Merger and the change of control resulting from the Merger, (x) file any listing application necessary for the listing of the Company on Nasdaq as successor issuer to VSAC, (y) file a registration statement (the “1934 Act Registration Statement”) pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the effectiveness of the Company’s listing of its securities on Nasdaq, and (z) provide VSAC with evidence reasonably requested by VSAC that the Company qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act.
(b) The Company undertakes to obtain the Required Company Shareholder Approval in the manner required by the Existing Articles and the Israeli Companies Law for (i) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement, including the PIPE Investment), in accordance with the Existing Articles and the Israeli Companies Law and, to the extent applicable, regulations of the SEC and Nasdaq, (ii) the approval of the Restated Company Articles and the Recapitalization; (iii) the adoption and approval of the Equity Plan (as defined in Section 5.17 below), which will provide that the total awards under such Equity Plan when combined with awards under the Company Equity Plan will be a number of Company Ordinary Shares equal to the sum of (a) five percent (5%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, plus (b) such number of Company Ordinary Shares issuable pursuant to the Company Equity Plan after giving effect to the Recapitalization, (iv) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.16 hereof, (v) the issuance of Company Ordinary Shares and the assumption by the Company of the VSAC Warrants pursuant to this Agreement and the Assignment, Assumption and Amendment to Warrant Agreement, including (x) the Company Ordinary Shares issued in connection with the PIPE Investment, (y) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Company Ordinary Shares issuable upon exercise of the VSAC Warrants assumed by the Company and Continuing Company Options; and (vi) such other matters as the Company and VSAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Company Shareholder Approval Matters”). The Company shall solicit from the holders of all outstanding shares of the Company proxies or written consents in favor of the Company Shareholder Approval Matters, and to take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting Agreements.
(c) VSAC and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, Purchaser or in any amendments or supplements thereto, which information provided by the Company shall be true and Pubco correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and VSAC will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable LawLaw and applicable proxy solicitation and registration statement rules, PurchaserVSAC’s Organisational Organizational Documents, the Cayman Israeli Companies Act Law, the Delaware Law and the rules and regulations of the SEC and NYSENasdaq.
(cd) Purchaser, VSAC and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the VSAC Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub VSAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Company and VSAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, VSAC and the Company, Merger Sub and Pubco Company shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserVSAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserVSAC’s Organisational Organizational Documents.
(de) Purchaser, VSAC and the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Company shall promptly provide VSAC with copies of any written comments, and shall inform VSAC of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the VSAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give VSAC a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ef) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco VSAC (with the reasonable cooperation of the Company) shall distribute the Registration Proxy Statement to PurchaserVSAC’s shareholders and, Purchaser pursuant thereto, shall call the VSAC Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable Delaware Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, VSAC shall solicit proxies from the VSAC stockholders to vote in favor of the VSAC Stockholder Approval Matters, as approved by the VSAC board of directors, which approval shall also be included in the Registration Statement.
(fg) Purchaser If on the date for which the VSAC Special Meeting is scheduled, VSAC has not received proxies representing a sufficient number of shares to obtain the Required VSAC Shareholder Approval, whether or not a quorum is present, VSAC may make one or more successive postponements or adjournments of the VSAC Special Meeting. VSAC may also adjourn the VSAC Special Meeting to establish a quorum or if the VSAC stockholders have elected to redeem a number of shares of VSAC Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.2(e) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall VSAC adjourn the VSAC Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. Except as otherwise required by applicable Law, VSAC covenants that none of the VSAC board of directors (including any committee thereof) or VSAC shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions.
(h) VSAC and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserVSAC’s Organisational Documents Organizational Documents, the Existing Articles and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the VSAC Special Shareholder Meeting and the Redemption.
(gi) As soon The Company (with reasonable cooperation from VSAC) shall take such steps as practicable following are necessary for the Registration Statement “clearing” comments from the SEC and becoming effective, listing of the Company shall solicit a consent in writing or by electronic transmission from Ordinary Shares and the Company Shareholders approving Public Warrants on Nasdaq, as a successor issuer, and adopting this Agreement, the Merger and, shall provide such information as is necessary to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)obtain Nasdaq approval of such listing.
Appears in 1 contract
Samples: Business Combination Agreement (Vision Sensing Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepare, with the reasonable assistance of the Company, on behalf of itself and Pubco shall on behalf of the Targets (upon Targets’ consent), and file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of the Purchaser Ordinary Shares Common Stock redeemed (such rights to have their shares of the Purchaser Common Stock redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Financing), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption of the Second Amended and Restated Certificate of Incorporation of Purchaser in connection with the Merger, (iii) the change of name of the Purchaser in connection with the Merger, (iv) adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the PIPE InvestmentCompany and Purchaser (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to (a) ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), plus (b) the number of shares of Purchaser Common Stock underlying the Converted Stock Options, (Cvi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Company and the Targets and their prospective stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective its Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(d) Purchaser; provided, however, that the Purchaser shall not amend or supplement the Proxy Statement without prior written consent of the Company, Merger Sub and Pubconot to be unreasonably withheld, with the assistance of the other Partiesconditioned, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effectiveor delayed.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after except for the date hereof, Purchaserfinancial statements and the notes thereto, the Company financial statement schedules and Pubco shall jointly preparethe other financial, statistical and Pubco shall file with accounting data included, incorporated by reference or deemed incorporated by reference in the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”, as to which I express no opinion) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters but only insofar as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect its business and the Transactions (the approvals described in foregoing clauses (A) to (C), collectivelyMerger Agreement, the “Shareholder Approval Matters”), Option Agreement and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement thereby, including the Merger, are described therein, comply as to form in accordance all material respects with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies requirements of the Securities Act and the rules and regulations thereunder. The documents filed by Summit with the Securities and Exchange Commission (the "Commission") and incorporated by reference in the Registration Statement pursuant to Part I.B. of Form S-4 under the Securities Act (except for the financial statements and the notes thereto and the financial statement schedules and other financial, statistical and accounting data included, incorporated by reference or deemed incorporated by reference, as to which I express no opinion) when filed with the Commission complied as to form in all material respects with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. I or members of my staff have participated in conferences with officers and other representatives of the SEC Company and NYSE.
(c) PurchaserPrime, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements representatives of the Securities Actindependent public accountants for the Company and Prime and counsel for Prime, at which conferences the Exchange Act contents of the Registration Statement and other applicable Laws related matters were discussed, and, although I have not independently verified and am not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in connection with the Registration Statement, no facts have come to my attention (either directly or indirectly after inquiries directed to members of my staff) that lead me to believe that the Special Shareholder Meeting Registration Statement, on the effective date thereof contained, or on the date hereof contains, insofar as the Company and its business and the Redemption. Each of PurchaserMerger Agreement, Pubco, Merger Sub the Option Agreement and the Company shalltransactions contemplated thereby, and shall cause each including the Merger, are described therein, an untrue statement of its Subsidiaries toa material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting light of the public filings circumstances under which they were made, not misleading (it being understood that I express no view with respect to the transactions contemplated financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included, incorporated by this Agreementreference or deemed incorporated by reference in the Registration Statement). Please be advised that, including where any statement is stated herein as being "to the best of my knowledge," the statement refers to my actual knowledge (or knowledge based upon the above-referenced certificates) and my conscious awareness of facts or other information. I have not independently verified the accuracy of such statement but intend to advise you that in the course of my duties as Executive Vice President, General Counsel and Secretary of the Company and, in particular, my participation in the preparation, authorization, execution and delivery of the Merger Agreement and the Option Agreement and in the preparation (together with members of my staff) of the Registration Statement, and responding in a timely manner nothing has come to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement my attention (and other related materials) if and with respect to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, either directly or indirectly after inquiries directed to my staff) that leads me to believe, and I do not believe, that the matter is other than as so amended stated herein. In addition, please be advised that my opinion with respect to the valid and binding nature of the Merger Agreement and the Option Agreement is subject to applicable bankruptcy, insolvency, merger, moratorium, fraudulent conveyance, fraudulent transfer and other laws presently or supplementedhereafter in effect affecting the enforcement of creditors' rights and remedies generally or institutions the deposits of which are insured by the Federal Deposit Insurance Corporation, and the affiliates of such institutions, and by equitable principles limiting the right to obtain specific performance or other similar equitable relief (regardless of whether such enforceability is considered in a proceeding in equity or at law), the discretion of a court in ordering specific performance or other equitable remedies, and to general principles of equity (regardless of whether questioned in a proceeding at law or in equity). The opinions herein are limited to the Federal laws of the United States and the corporate and banking laws of the State of New Jersey and the Commonwealth of Pennsylvania, and I express no opinion as to the effect on any matter covered by this opinion of the laws of any other jurisdiction. This opinion is not to be quoted or otherwise referred to in any documents or filed with any governmental agency, entity or person or relied upon by any agency, entity or person other than the SEC addressee, without my prior written consent. Very truly yours, EXHIBIT G-1 PARTICIPATION LETTER James J. Lynch Re: Exxxxxxxx Xxxxxxnce Plan and Termination Agreement Dear Mr. Lynch: On Octxxxx 00, 1997, the Board of Directors of Summit Bancorp. (the "Company") amended and restated the Summit Bancorp. Executive Severance Plan (as amended, the "Plan"). A copy of the Plan, reflecting all amendments, is attached hereto and made a part hereof as if fully set forth in this letter. Unless the context otherwise requires or unless otherwise defined in this letter, capitalized terms used in this letter have the meanings assigned to be disseminated them in the Plan. The Committee, as a matter of separate inducement and not in lieu of any salary or other compensation for services, has selected you to Purchaser’s shareholdersparticipate in the Plan, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of the Plan and this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, letter. This letter constitutes your Participation Letter under the Company, Merger Sub and Pubco, with Plan. Your participation in the assistance Plan commences as of the other Parties, shall promptly respond to any SEC comments on the Registration Statement effective date and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness time of the Registration Statement.
merger of Prime Bancorp, Inc. into Summit Bancorp (f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement "Effective Time"). You cease to be a Participant in the preparationPlan upon the earliest to occur of (i) October 15, filing 2002 (the "Expiration Date"), (ii) the Date of Termination, and distribution of (iii) your Retirement. The Expiration Date will be automatically extended for an additional year (each such anniversary being the Registration Statement, any solicitation of proxies thereunder, new Expiration Date) unless at least 90 calendar days prior to the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivethen Expiration Date, the Company notifies you that the then Expiration Date will not be extended (it being understood that the automatic extension operates in successive years so long as no notice is given). The payments and benefits to which you as a Participant in the Plan may become entitled will be determined under the Plan. It is an express condition to your entitlement to the payments of amounts and the provision of benefits provided for by paragraph 5(a) of the Plan that the Company receive on the Date of Termination a Release, Covenant Not to Sue, Non-Disclosure and Xxn-Solicitation Agreement executed by you, or your legal representative (in the event of your death or Disability) in the form set forth in Exhibit A to the Plan, and that such Agreement be effective. The following special provisions ("Letter Amendments") supplement, amend and supersede the provisions of the Plan, as applied to you:
A. At the Effective Time, your titles shall solicit be as Chairman of the Board and Chief Executive Officer of Summit Bank (PA) and Senior Executive Vice President of Summit Bancorp. Your duties shall be those as assigned to you from time to time by the Boards of Directors of the Company and Summit Bank (PA) and the Chairman of the Board and President of the Company and as are appropriate to the position of Chairman of the Board and Chief Executive Officer of a consent in writing bank subsidiary of a publicly held bank holding company. Your base salary shall be not less than $345,000, and your annual cash bonus shall be not less than $120,750. Your Welfare Plans and perquisites shall be the welfare plans and perquisites provided to you by Prime Bancorp, Inc. as of the Effective Time until the sooner of the integration of the welfare plans and benefits of Prime Bancorp, Inc. with those of the Company or by electronic transmission one year from the Company Shareholders approving Effective Time, after which they shall be the Welfare Plans and adopting this Agreementperquisites provided to a Senior Executive Vice President of the Company.
B. During the period from the Effective Time until the end of the Window Month, as defined below, Section 6(d) of the Merger andPlan is amended to delete the word "or" at the end of subparagraph 6(d)(vii), to delete the extent required by Lawperiod at the end of subparagraph 6(d)(vii) and insert "; or" in its place, and to add the Transactions (the “Company Shareholder Approvals”).following subparagraph 6(d)(viii):
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco Holdco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares required shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Timewarrants, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Ciii) such other matters as the Target Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Ciii), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Div) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, law, and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Target Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Target Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco Holdco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Holdco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their Holdco and, after the Closing, the Purchaser, and its respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco Holdco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser and Holdco shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(dc) Purchaser, the Company, Merger Sub Purchaser and PubcoHoldco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Target Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Target Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Target Company Shareholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco Holdco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational and Holdco’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the Holdco Ordinary Shares to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Closing.
(f) The Company shall use best efforts to procure the delivery to the Parties of an unqualified audit opinion by a PCOAB qualified auditor reasonably acceptable to Purchaser on the Annual Company Financials (the “Audited Company Financials”) by no later than February 28, 2024 and in any event shall procure the delivery to the Parties of such unqualified audit of the Annual Company Financials by no later than February 28, 2024. Should Company be unable to deliver such unqualified audit opinion of the Annual Company Financials by February 28, 2024, Purchaser may, at its option, either terminate this Agreement or extend the date to receive such audit opinion. Holdco or X. Xxxxxxxxx shall pay the fees and other expenses of the auditor to deliver the Audited Company Financials.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the The Company shall solicit a consent in writing or timely deliver updated financial statements as required pursuant to SEC regulations as requested by electronic transmission from Purchaser, including audited financial statements for the Company Shareholders approving and adopting this Agreementyear ended December 31, the Merger and2023, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)if required.
Appears in 1 contract
Samples: Business Combination Agreement (Zalatoris II Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Common Stock (or if after the Effective Time, their Pubco Ordinary Shares Shares) redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any PIPE Shares) by Purchaser’s shareholders the holders of Purchaser Common Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (ii) the adoption and approval of three equity incentive plans for Pubco in substantially the forms attached as Exhibit E hereto (collectively, the “Pubco Equity Plans”): (A) one of which (the “Assumed Plan”) will cover the Assumed Options and provide that the Assumed Options continue to be subject to the same terms as the Company Equity Plan, as adjusted in accordance with Section 2.1(b) for the revised terms of the Assumed Options, (B) another of which (the approval “Management Performance Plan”) will provide for up to a total of 1,500,000 Pubco Ordinary Shares (as equitably adjusted for share splits, share dividends, combinations, recapitalizations and the like after the Closing) (the “Management Earnout Shares”) to be issued to participating management of Pubco and its Subsidiaries if Pubco attains certain consolidated revenue and stock price targets in the calendar years 2019 and 2020, and (C) the last of which (the “Omnibus Equity Incentive Plan”) will cover any other future equity incentive grants made by Pubco after the Closing Date (other than the Assumed Options or the Management Earnout Shares), and will provide that the total awards under the Omnibus Equity Incentive Plan (excluding, for the avoidance of doubt, Assumed Options and the Management Earnout Shares) will be for a number of Pubco Ordinary Shares equal to ten percent (10%) of the PIPE Investmentaggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (Ciii) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (iv) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “Purchaser Shareholder Approval Matters”), and (Dv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Delaware Act and the rules and regulations of the SEC and NYSENasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger SubPurchaser and, after the Closing, the Purchaser Representative and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser pursuant thereto, shall call the Special Shareholder Meeting in accordance with the Cayman Companies Delaware Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Draper Oakwood Technology Acquisition Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Ordinary Shares and the Pubco Public Warrants shares of Purchaser Common Stock to be issued under this Agreement to as Merger Consideration and (y) the holders of Purchaser Securities prior to deemed reissued in the Merger Effective TimeDomestication, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary a general meeting of the Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions (the “Purchaser Board Recommendation”) approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication, (ii) to the extent required by Nasdaq, the Purchaser’s shareholders in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under or the Cayman Companies Act and DCGL, the Purchaser’s Organisational Documents) and the rules and regulations issuance of the SEC and NYSE, (B) the approval of any shares in connection with the PIPE Investment, including adoption and approval of the issuance of more than twenty percent (C20%) of the outstanding Purchaser Class A Ordinary Shares (or Purchaser Common Stock after the Domestication), (iii) the effecting of the Domestication, including the adoption of the Domestication Organizational Documents, (iv) the adoption and approval of the Amended Purchaser Organizational Documents, (v) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit I hereto (with such changes that may be agreed in writing by the Purchaser and the Company (such agreement not to be unreasonably withheld, conditioned or delayed by either the Purchaser or the Company, as applicable)) (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (for the avoidance of doubt, after giving effect to the Closing Redemption), (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement or in correspondence related thereto, (vii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (viii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cviii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dix) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) the Purchaser, acting through its board including for the solicitation of directors (or a committee thereof), (i) proxies hereunder in order to get sufficient votes hereunder. The Purchaser shall make include the Purchaser Recommendation and include such Purchaser Board Recommendation in the Registration Statement and the Proxy Statement, (ii) shall use reasonable endeavours subject to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser RecommendationSection 5.12(c). If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Any filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be provided by the Purchaser to the Company (and its counsel) for review, and the Purchaser shall give due consideration to any comments of the Company. The Purchaser and the Company each will advise the other, promptly after they receive notice thereof, of any supplement or amendment filed with respect to the Registration Statement or the Proxy Statement, of the suspension of the qualification of the Purchaser Common Stock to be issued in connection with this Agreement for offering or sale in any jurisdiction or of any request by the SEC for amendment of the Registration Statement or the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto. Each of the Purchaser and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect thereto and any amendments filed in response thereto. The Company shall provide the Purchaser with such information concerning the Target Companies and their respective stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto. Each of the Company and the Purchaser shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Representatives and supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will, at the time the Registration Statement or the Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
(b) After the Closing, within ten (10) Business Days following the expiration of the sixty (60) day period following the date the Purchaser has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, the Purchaser shall file an effective registration statement on Form S-8 (or other applicable form, including Form S-3) with respect to the Purchaser Common Stock issuable under the Incentive Plan.
(c) The Purchaser covenants that none of the Purchaser’s board of directors, the Purchaser or any committee of the Purchaser’s board of directors shall (i) change, withdraw, withhold, qualify, amend or modify, or publicly propose to change, withdraw, withhold, qualify, amend or modify, in a manner adverse to the Company, Merger Sub the Purchaser Board Recommendation or any other recommendation by the Purchaser’s board of directors or the Purchaser of the proposals set forth in the Registration Statement and Pubco the Proxy Statement, (ii) adopt, approve, recommend or declare advisable to the Purchaser’s shareholders, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal or (iii) fail to include the Purchaser Board Recommendation in the Registration Statement and the Proxy Statement. Notwithstanding the foregoing, if the Purchaser’s board of directors, the Purchaser or any committee of the Purchaser’s board of directors, after consultation with outside legal counsel, determines in good faith that failure to change, withdraw, withhold, qualify, amend or modify the Purchaser Board Recommendation would be inconsistent with its fiduciary duties to the shareholders of the Purchaser under applicable Law, then the Purchaser may change, withdraw, withhold, qualify, amend or modify the Purchaser Board Recommendation in the Registration Statement and the Proxy Statement, but any such change, withdrawal, withholding, qualification, amendment or modification shall not in any way limit the Purchaser’s other obligations under this Section 5.12.
(d) The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Closing Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Company and the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco The Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(de) The Purchaser and the Company shall each provide to EGS and SMRH representation letters containing such representations as shall be reasonably necessary or appropriate to enable each of EGS and SMRH to render such tax opinions as may be required to satisfy the requirements of Item 601 of Regulation S-K promulgated under the Securities Act (the “Tax Representation Letter”). The Tax Representation Letters shall be dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the filing of the Registration Statement.
(f) The Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(eg) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Islands Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fh) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Closing Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Malacca Straits Acquisition Co LTD)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the SPAC and the Company and Pubco shall jointly prepare, and Pubco the SPAC shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary SPAC New Common Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities Company Common Shares outstanding prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders SPAC stockholders for the matters to be acted upon at the Special Shareholder Stockholder Meeting and providing Purchaserthe SPAC’s shareholders stockholders an opportunity in accordance with Purchaser’s Organisational SPAC Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary SPAC Class A Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder SPAC Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders SPAC stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders SPAC stockholders to be called and held for such purpose (the “Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational DocumentsTransactions, (ii) to the extent required, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations issuance of the SEC and NYSEany PIPE Shares, (Biii) the approval of the PIPE Investmentpost-closing Certificate of Incorporation of the SPAC, (Civ) the adoption and approval of the SPAC Equity Incentive Plan, (v) the approval of each other proposal that either the SEC or NASDAQ (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement or in correspondence related thereto, and (vi) such other matters as the Company and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder SPAC Stockholder Approval Matters”), and (Dvii) the adjournment of the Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside DateSPAC. In connection with the Registration Statement and the Merger, the Company shall (x) assist SPAC in obtaining NASDAQ approval of the Merger and the change of control resulting from the Merger, (y) promptly furnish, or cause to be furnished, to SPAC all information concerning the Company and their Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.11 or for inclusion in any other statement, filing, notice or application made by or on behalf of SPAC to the SEC or NASDAQ in connection with the transactions contemplated by this Agreement.
(b) SPAC and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Company, SPAC and their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, Purchaser or in any amendments or supplements thereto, which information provided by the Company and Pubco SPAC, respectively, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and SPAC will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable LawLaw and applicable proxy solicitation and registration statement rules, Purchaser’s Organisational SPAC Organizational Documents, the Cayman Companies Act DGCL, the FBCA and the rules and regulations of the SEC and NYSENASDAQ.
(c) Purchaser, SPAC and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Stockholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Company and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, SPAC and the Company, Merger Sub and Pubco Company shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserSPAC’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational SPAC Organizational Documents.
(d) Purchaser, SPAC and the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco SPAC (with the reasonable cooperation of the Company) shall distribute the Registration Proxy Statement to PurchaserSPAC’s shareholders stockholders and, Purchaser pursuant thereto, shall call the Special Shareholder Stockholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, SPAC shall solicit proxies from the SPAC stockholders to vote in favor of the SPAC Stockholder Approval Matters, as approved by the SPAC board of directors, which approval shall also be included in the Registration Statement.
(f) Purchaser If on the date for which the Stockholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Stockholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Stockholder Meeting with the Company’s consent not to be unreasonably withheld. SPAC, with the Company’s consent not to be unreasonably withheld, may also adjourn the Stockholder Meeting to establish a quorum or if the SPAC stockholders have elected to redeem a number of shares of SPAC Shares as of such time that would reasonably be expected to result in the condition set forth in Section 7.2(d) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall SPAC adjourn the Stockholder Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. The recommendation of the SPAC board of directors shall be included in the Registration Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC board of directors (including any committee thereof) or SPAC shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions.
(g) SPAC and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of NYSENASDAQ, Purchaser’s Organisational SPAC Organizational Documents, the Company Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on NASDAQ, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Stockholder Meeting and the Redemption.
(gh) As soon The Company (with reasonable cooperation from SPAC) shall take such reasonable steps as practicable following are necessary for the Registration Statement “clearing” comments from the SEC and becoming effective, listing of the Company Common Shares and the SPAC Public Warrants on NASDAQ, as a successor issuer, and shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, provide such information as is necessary to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)obtain NASDAQ approval of such listing.
Appears in 1 contract
Samples: Business Combination Agreement (Financial Strategies Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after The Parent shall prepare, with the assistance of the Company, and simultaneously with the execution of this Agreement (and on the date hereof), Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Parent Common Shares and the Pubco Public Warrants to be issued under this Agreement to as the holders of Purchaser Securities prior to the Merger Effective TimeStock Consideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Parent stockholders for the matters to be acted upon at the Special Shareholder Meeting (as defined below) and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaserthe Parent’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Parent Common Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Parent Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Parent stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders Parent stockholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein by Purchaser’s shareholders the Parent stockholders in accordance with Purchaserthe Parent’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL, and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of a Second Amended and Restated Certificate of Incorporation of Parent (the “Amended Parent Charter”), which among other matters will increase the authorized capital stock of the Parent to enable Parent to issue the Total Consideration hereunder and the Parent Common Shares to be issued in the PIPE Investment, and Amended and Restated Bylaws of the Parent, each in form and substance reasonably acceptable to the Parent and the Company, (Ciii) the appointment and designation of the classes of, the members of the Post-Closing Parent Board, and appointment of the members of any committees thereof, in each case in accordance with Section 6.17 hereof and (iv) such other matters as the Company and Purchaser Parent shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “Shareholder Parent Stockholder Approval Matters”), and (Dv) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of PurchaserParent. The Proxy Statement shall include the Parent Recommendation, and the Registration Statement and Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the DGCL and Nasdaq rules. Prior to filing with the SEC, the Parent will make available to the Company drafts of the Registration Statement and any other related documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement or such other related document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Parent shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Meeting is scheduled, Purchaser Parent has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Parent Stockholder Vote, whether or not a quorum is present, Purchaser Parent may make one or more successive postponements or adjournments of the Special Shareholder Meeting; provided, providedhowever, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) Meeting may not be postponed or adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Extension Date. In connection with the Registration Statement, Purchaser and Pubco Parent will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Law and applicable proxy solicitation and registration statement rules set forth in the Parent Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Parent shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Parent with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise) business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub and Pubco Parent shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Parent and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoParent and, Merger Subafter the Closing, Purchaser the Parent Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Parent shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersParent stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe Parent’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub and PubcoParent, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Parent shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Parent or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco Parent shall distribute the Registration Statement to PurchaserParent’s shareholders stockholders and the Company Securityholders and, Purchaser pursuant thereto, shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco Parent shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserParent’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following Within one (1) Business Day after the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting date of this Agreement, the Merger and, Sub I shall deliver to the extent required Company a copy of resolutions duly adopted by Lawits stockholders by written consent approving and authorizing Merger Sub I’s execution, delivery and performance of this Agreement and the Transactions consummation of the Mergers and the other transactions contemplated hereby. Within one (1) Business Day after the “date of this Agreement, Merger Sub II shall deliver to the Company Shareholder Approvals”)a copy of resolutions duly adopted by the sole member of Merger Sub II by written consent approving and authorizing Merger Sub II’s execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Forum Merger Corp)
The Registration Statement. (ai) As promptly as practicable after the date hereof, Purchaser, Parent and the Company and Pubco shall jointly prepare, and Pubco Parent shall file with the SEC, (i) in preliminary form, a registration proxy statement on Form F-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amendedsupplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of Parent in advance of the an extraordinary general meeting of Parent shareholders, as adjourned (the “Parent Special Meeting”), for the purpose of, among other things, (A) providing the public shareholders of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders Parent an opportunity to redeem their Parent Class A Ordinary Share in accordance with PurchaserParent’s Organisational Organizational Documents and the IPO Prospectus Prospectus, and (B) soliciting proxies from Parent shareholders to have their Purchaser Ordinary Shares redeemed (vote at the “Redemption”) in conjunction with the shareholder vote Parent Special Meeting, as adjourned or postponed, on the Parent Shareholder Approval Matters. Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(ii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Parent shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Parent Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSEcontemplated hereby or referred to herein, (Bii) the adoption and approval of the PIPE Investment, (C) such other matters as amended and restated memorandum and articles of association of the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate Parent following the consummation of the Merger substantially in order to effect the Transactions form set forth in Exhibit C (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval MattersAmended Parent Charter”), (iii) the adoption and approval of a new equity incentive plan substantially in the form set forth in Exhibit D (the “2021 Equity Incentive Plan of Parent”), (iv) any other proposals that the parties hereto agree are necessary or desirable to consummate the transactions contemplated by this Agreement, and (Dv) the adjournment of the Parent Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
Parent (b) Purchasercollectively, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the “Parent Shareholder Approval Matters and (iii) 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 Purchaser RecommendationMatters”). If, If on the date for which the Parent Special Shareholder Meeting is scheduled, Purchaser Parent has not received proxies and votes representing a sufficient number of shares to obtain the Required Parent Shareholder Approval Matters(as defined below), whether or not a quorum is present, Purchaser Parent may make one or more successive postponements or adjournments of the Parent Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, .
(xiii) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco Parent will file file, with the Company’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable LawLaw and applicable proxy solicitation and registration statement rules set forth in Parent’s Organizational Documents and applicable Laws of the British Virgin Islands, Purchaser’s Organisational Documents, applicable Laws of the Cayman Companies Act Islands and the rules and regulations of the SEC and NYSENasdaq. Parent (and its counsel) and the Company (and its counsel) shall provide each other party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Parent with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. Parent shall provide such information concerning Parent and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by Parent shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Parent will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby.
(civ) Purchaser, Each of Parent and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting Statement and the RedemptionProxy Statement. Each of Purchaser, Pubco, Merger Sub Parent and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, Pubco, Merger Sub, Purchaser Parent and their respective Representatives representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Parent shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and Parent shall cause the Proxy Statement to be disseminated to PurchaserParent’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe Parent’s Organisational Organizational Documents.
(dv) Purchaser, Parent and the Company, Merger Sub and Pubco, with the assistance of the other Parties, Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(evi) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, Purchaser and Pubco Parent shall distribute the Registration Proxy Statement to PurchaserParent’s shareholders shareholders, and, Purchaser pursuant thereto, shall call the Parent Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness applicable Laws of the Registration Statement.
(f) Purchaser and Pubco British Virgin Islands as promptly as practicable. The Company shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution take necessary actions to enforce Section 1 of the Registration StatementLetter Agreement, any solicitation dated as of proxies thereunderJune 9, 2021, by and among the Company, the calling Sponsor and holding certain directors and officers of Parent, in order to obtain the Special Required Parent Shareholder Meeting and the RedemptionApproval.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Blue Safari Group Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) change of the name of the Purchaser and the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (Ciii) the adoption and approval of a new equity incentive plan in substantially the form agreed upon by the Parties prior to the Closing (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Class A Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Artemis Strategic Investment Corp)
The Registration Statement. (aA) As promptly The Registration Statement, as practicable after amended to cover the date hereofoffering, Purchaserissuance and sale by RW of such number of shares of RW Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to RW from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the Company and Pubco shall jointly preparefunds, if any, available from other sources (if any, and Pubco shall file with as set forth in the SECRegistration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable RW to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the Merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a registration statement on Form F-4 result of the consummation of the Merger or other acquisition transactions contemplated thereby and (as amended or supplemented from 3) the total amount of Indebtedness of the Founding Companies and RW which the Registration Statement discloses at the time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration it becomes effective under the Securities Act of will be repaid on the Pubco Ordinary Shares IPO Closing Date with proceeds received by RW from the IPO and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective TimeOther Financing Sources, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to shall have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required been declared effective under the Cayman Companies Securities Act and by the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, SEC;
(B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in no stop order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following suspending the effectiveness of the Registration Statement.Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and
(fC) Purchaser and Pubco the Underwriter shall comply with all applicable Lawshave agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, any applicable rules and regulations of NYSEif any) to purchase from RW on a firm commitment basis for resale to the public initially at the IPO Price, Purchaser’s Organisational Documents and this Agreement subject to the conditions set forth in the preparationUnderwriting Agreement, filing and distribution such number of the Registration Statement, any solicitation shares of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following RW Common Stock covered by the Registration Statement “clearing” comments from as, when multiplied by the SEC and becoming effective, price per share of RW Common Stock to be paid by the Company shall solicit a consent in writing or by electronic transmission from Underwriter to RW pursuant to the Company Shareholders approving and adopting this Underwriting Agreement, shall equal at least the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Minimum Cash Amount.
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the assistance, cooperation and commercially reasonable efforts of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Sellers pursuant to the Merger Effective TimeMergers, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE Investmentnew omnibus equity incentive plan for Pubco, in form and substance reasonably acceptable to Purchaser and the Company (the “Incentive Plan”), that provides for the grant of awards to employees and other certain Representatives of Pubco and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on shares of Pubco Common Stock with a total pool of awards of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing, (Ciii) the adoption and approval of a new restricted stock plan for Pubco, in form and substance reasonably acceptable to Purchaser and the Company (the “Pubco Restricted Stock Plan”), which provides for the issuance of the Restricted Merger Consideration to Sellers holding Company Unvested PIUs in accordance with Section 1.9(b), (iv) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.16 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Company and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser, Merger SubPubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub Each of Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Sellers, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Company Security Holders pursuant to the Merger Effective TimeMergers, which Registration Statement will also contain a proxy statement of the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE Investmentnew equity incentive plan for Pubco in a form to be agreed between the Purchaser and the Company, which agreement shall not be unreasonably withheld, conditioned or delayed (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Common Stock equal to seven and one-half percent (7.5%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), which plan shall have been approved and adopted by Pubco, (Civ) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.16 hereof, (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in the foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting. Purchaser will take, providedin accordance with applicable Law, that Nasdaq rules and the Organizational Documents of Purchaser, all action necessary to call, hold and convene the Purchaser Special Shareholder Meeting, without Meeting to consider and vote upon the prior written consent Purchaser Stockholder Approval Matters as promptly as practicable after the filing of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after Proxy Statement in definitive form with the date for which SEC. Following delivery of the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior Proxy Statement to the Outside DatePurchaser Stockholders, Purchaser will use reasonable best efforts to solicit approval of the Purchaser Stockholder Approval Matters by the Purchaser stockholders. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. The Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser and Pubco with such information concerning the Target Companies and their shareholders, members, officers, directors, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The Purchaser shall provide the Company and Pubco with such information concerning the Purchaser Parties and their shareholders, members, officers, directors, managers, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Purchaser shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub The Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, managers, officers and employees, upon reasonable advance notice, available to the Company, Pubcothe Purchaser, Merger SubPubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub The Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, Each of the Company, Merger Sub Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, . The Purchaser and Pubco shall distribute provide the Registration Statement Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any proposed written or material oral responses to such comments.
(fd) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Benessere Capital Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain (i) a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting (defined below) and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval MattersMatters and (ii) a proxy statement or consent solicitation statement for the purpose of soliciting proxies or consents from Company stockholders for the matters to be acted upon at the Company Special Meeting (defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication (and, to the extent required, the issuance of any shares in connection with any Financing Agreement, the Ananda Trust Investment or any other transaction contemplated hereby), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under Law, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Domestication, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentAmended Organizational Documents, (Civ) the adoption and approval of a new equity incentive plan (the “Incentive Plan”), in a form to reasonably agreed upon by the Purchaser and the Company during the Interim Period, which will provide for awards for a number of shares of Purchaser Common Stock equal to (A) 12% of the aggregate number of shares of Purchaser Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), on a fully-diluted basis, such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2023 and continuing until (and including) January 1, 2032, with such annual increase equal to 3%, (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.19 hereof, (vi) any other proposals as the SEC (or any staff-member thereof may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, and (vii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dviii) the adjournment of the Purchaser Special Shareholder Meeting, Meeting if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make Purchaser and the Company. The Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) Board shall not (and no committee or subgroup thereof shall) change, withdraw, withholdamend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, modify its recommendation that the Purchaser RecommendationShareholders approve the Purchaser Shareholder Approval matters. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of Meeting after reasonable consultation with and approved by the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) PurchaserThe Purchaser shall cause any information concerning the Purchaser or its shareholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the CompanyRegistration Statement, Merger Sub or in any amendments or supplements thereto, to be true and Pubco correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading and shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco The Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s the Purchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company.
(dc) The Purchaser, the Company, Merger Sub and Pubco, with the reasonable assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours best efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and any Offer Document each time before any such document is filed with the SEC, and the Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. No filing of, or amendment or supplement to the Offer Documents will be made by the Purchaser or the Company without the approval of the Company or the Purchaser, respectively (each such approval not to be unreasonably withheld, conditioned or delayed). No response to any comments from the SEC or the staff of the SEC relating to the Offer Documents will be made by the Purchaser without the prior consent of the Company (such consent not to be unreasonably withheld, conditions or delayed), and without providing the Company, as applicable, a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute (i) cause the Registration Proxy Statement to be disseminated to the Purchaser’s shareholders andin compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold the Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Purchaser’s Organizational Documents and Nasdaq listing rules, for a date no later than thirty (30) days following the date the Registration Statement is declared effective, (iii) solicit proxies from the holders of Purchaser Ordinary Shares to vote in favor of each of the Purchaser Shareholder Approval Matters, and (iv) call the Purchaser Special Meeting in accordance with the Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC . Purchaser shall apply for, and becoming effectiveshall take any and all reasonable and necessary actions to cause, the Company shall solicit a consent Purchaser Common Stock to be issued in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, connection with the Merger and, to be approved for listing on the extent required by Law, Nasdaq as of the Transactions (the “Company Shareholder Approvals”)Closing.
Appears in 1 contract
Samples: Merger Agreement (Innovative International Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereofof this Agreement, Purchaser, Purchaser shall prepare with the Company and Pubco shall jointly preparereasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to as the holders of Purchaser Securities prior to the Merger Effective TimeBusiness Combination Consideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Business Combination (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational DocumentsOrganizational Documents and IPO Prospectus, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (ii) the adoption and approval of the amended and restated Purchaser Certificate of Incorporation, including the change of name of Purchaser, (iii) adoption and approval of the New Equity Incentive Plan in substantially the form attached as Exhibit D hereto, and which will provide that (A) the total awards under such New Equity Incentive Plan will be a number of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of Purchaser Common Stock issued and outstanding as of the End Date, and (B) the approval total awards under an Employee Stock Purchase Plan will be a number of Purchaser Common Stock equal to one percent (1%) of the PIPE Investmentaggregate number of Purchaser Common Stock issued and outstanding as of Closing; (iv) the appointment of the members of the Post-Closing Board in accordance with Section 7.16 hereof, (Cv) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser, Merger Subthe Company Representative, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents; provided, however, that Purchaser shall not amend or supplement the Registration Statement without adequate notice to and prior consultation with the Company and the Company Representative as is reasonable under the circumstances.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, including to the extent possible, participation by the Company or its counsel in discussions with the SEC.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Shareholders, and, pursuant thereto, shall use commercially reasonable efforts to call Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement, subject to any necessary adjournments or postponements as described in Section 7.10(a) above.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, Purchaser Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq as of the End Date.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Bid Implementation and Business Combination Agreement (Canna-Global Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, vote at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Ciii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal (A) fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(d) Purchaser; provided, however, that the Company, Merger Sub and Pubco, with the assistance of the other Parties, Purchaser shall promptly respond to any SEC comments on not amend or supplement the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance without prior consultation with the Cayman Companies Act Company as soon as practicable following is reasonable under the effectiveness of the Registration Statementcircumstances.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Pono Capital Corp)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, PurchaserSPAC, the Company PubCo and Pubco DoubleDragon shall jointly prepare, and Pubco PubCo and SPAC shall jointly file with the SEC, (i) in preliminary form, a registration proxy statement on Form F-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amendedsupplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC Shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (1) providing the public shareholders of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders SPAC an opportunity to redeem their SPAC Class A Ordinary Share in accordance with PurchaserSPAC’s Organisational Organizational Documents and the IPO Prospectus Prospectus, and (2) soliciting proxies from SPAC Shareholders to have their Purchaser Ordinary Shares redeemed (vote at the “Redemption”) in conjunction with the shareholder vote SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters. Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders SPAC Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documentstransactions contemplated hereby or referred to herein, (ii) the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations replacement of the SEC existing memorandum and NYSEarticles of association of SPAC with the Amended PubCo Charter, (Biii) any other proposals that the Parties agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including the adoption and approval of the PIPE Investmentmemorandum and articles of association of the Merger Sub 2, (C) such other matters as in effect immediately prior to the SPAC Merger Effective Time, as the Company memorandum and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect articles of the Transactions (association of the approvals described in foregoing clauses (A) to (C), collectively, SPAC Surviving Sub at the “Shareholder Approval Matters”SPAC Merger Effective Time), and (Div) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
SPAC (b) Purchasercollectively, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the “SPAC Shareholder Approval Matters and (iii) 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 Purchaser RecommendationMatters”). If, If on the date for which the SPAC Special Shareholder Meeting is scheduled, Purchaser SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval Matters(as defined below), whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the SPAC Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, .
(xc) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser SPAC, DoubleDragon and Pubco PubCo will file jointly file, with the Company Party’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable LawLaw and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents and applicable Laws of the British Virgin Islands, Purchaser’s Organisational Documents, applicable Laws of the Cayman Companies Act Islands and the rules and regulations of the SEC and NYSENasdaq. SPAC (and its counsel), PubCo (and its counsel) and DoubleDragon (and its counsel) shall provide each other Party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and no such filing shall be made without the consent of SPAC and DoubleDragon. DoubleDragon shall provide such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by DoubleDragon shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the SPAC Merger and the transactions contemplated hereby subject to applicable Laws and subject to the terms and conditions of this Agreement and the SPAC’s Organizational Documents.
(cd) PurchaserEach of SPAC, the Company, Merger Sub PubCo and Pubco DoubleDragon shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting Statement and the RedemptionProxy Statement. Each of PurchaserSPAC, Pubco, Merger Sub PubCo and the Company DoubleDragon shall, and shall cause each of its Subsidiaries to, to make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to the CompanyDoubleDragon, PubcoPubCo, Merger Sub, Purchaser SPAC and their respective Representatives representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub SPAC and Pubco PubCo shall jointly amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to Purchaser’s shareholdersSPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe SPAC’s Organisational Organizational Documents.
(de) PurchaserSPAC, the Company, Merger Sub PubCo and Pubco, with the assistance of the other Parties, DoubleDragon shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ef) As soon as reasonably practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, Purchaser and Pubco SPAC shall distribute the Registration Proxy Statement to Purchaser’s shareholders SPAC Shareholders, and, Purchaser pursuant thereto, shall call the SPAC Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness applicable Laws of the Registration Statement.
(f) Purchaser and Pubco British Virgin Islands as promptly as practicable. SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution take necessary actions to enforce Section 1 of the Registration StatementLetter Agreement, any solicitation dated as of proxies thereunderJanuary 18, 2024, by and among SPAC, the calling Sponsor and holding certain directors and officers of SPAC, in order to obtain the Special Required SPAC Shareholder Meeting and the RedemptionApproval.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (JVSPAC Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Reincorporation (and, to the extent required, the issuance of any shares in connection with the Transaction Financing), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Islands Companies Act and Law, the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Reincorporation, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentAmended Organizational Documents, (Civ) the adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Equity Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvii) the adjournment of the Special Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Purchaser Extraordinary General Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Target Companies must be reviewed or audited by the Target Companies’ auditors. The Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the Registration Statement, or in any amendments or supplements thereto, to be true and correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s Purchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Special Shareholder Purchaser Extraordinary General Meeting in accordance with the Cayman Islands Companies Act as soon as practicable Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Purchaser Extraordinary General Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC . Purchaser shall apply for, and becoming effectiveshall take commercially reasonable actions to cause, the Company shall solicit a consent Purchaser Common Stock to be issued in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, connection with the Merger and, to be approved for listing on Nasdaq as of the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lakeshore Acquisition I Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants shares of Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval MattersMeeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSE, Nasdaq; (Bii) the approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation upon the Closing; (iii) the adoption and approval of a new equity incentive plan in a form to be agreed between the Purchaser and the Company acting reasonably and in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (C10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), ; and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Documents, the Cayman Companies Act Organizational Documents and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.
(cb) Purchaser, the Company, Merger Sub and Pubco The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting Statement and the RedemptionPurchaser Special Meeting. Each of Purchaser, Pubco, Merger Sub the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) The Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the RedemptionMeeting.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (MICT, Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and holders of Purchaser Warrants for the matters to be acted upon at the Warrantholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters. .
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders from:
(i) Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with any PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (B) the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (C) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit G hereto (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (D) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (E) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Purchaser Shareholder Approval Matters”), and (DF) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser; and
(ii) holders of Purchaser Warrants to vote, at a special meeting of the holders of Purchaser Warrants to be called and held for such purpose (the “Warrantholder Meeting”), in favor of resolutions approving (A) the adoption and approval of an amendment to the Warrant Agreement to provide that all issued and outstanding Purchaser Warrants as of the Closing will no longer be exercisable and will be cancelled, and each holder of a Purchaser Warrant will instead receive a cash payment of One and One-Half U.S. Dollar ($1.50) per whole Purchaser Warrant, payable by Purchaser promptly following the Closing (the “Warrant Amendment”), (B) such other matters as Purchaser shall hereafter determine to be reasonably necessary or appropriate in order to effect the Warrant Amendment (the approvals described in foregoing clauses (A) and (B), together, the “Warrantholder Approval Matters”), and (C) the adjournment of the Warrantholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(bc) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. Purchaser shall use its reasonable best efforts to solicit from the Purchaser stockholders proxies in favor of the Purchaser Shareholder Approval Matters prior to such Purchaser Special Meeting, provided, that and to take all other reasonable actions necessary or advisable to secure the Special Required Purchaser Shareholder Meeting, without the prior written consent of the Company, Approval.
(xd) may not be adjourned to a date that is more than ten (10) Business Days after If on the date for which the Special Shareholder Warrantholder Meeting was originally scheduled is scheduled, Purchaser has not received proxies representing a sufficient number of votes of holders of Purchaser Warrants to approve the Warrantholder Approval Matters at the Warrantholder Meeting in accordance with the Warrant Agreement, applicable Law and the Proxy Statement (the “Required Warrantholder Approval”), whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days Purchaser Warrant Meeting. Purchaser shall use its reasonable best efforts to solicit from the holders of Purchaser Warrants proxies in favor of the Warrantholder Approval Matters prior to such Warrantholder Meeting, and to take all other reasonable actions necessary or advisable to secure the Outside Date. Required Warrantholder Approval (provided, that Purchaser shall not be required to make any additional payments or provide any additional consideration to holders of Purchaser Warrants in connection therewith).
(e) In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cf) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all exert reasonable and necessary actions required best efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting, the Warrantholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders and the holders of Purchaser Warrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dg) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting, the Warrantholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments (and Purchaser shall consider any such comments by the Company in good faith).
(eh) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to the Company Stockholders and the Proxy Statement to Purchaser’s shareholders stockholders and the holders of Purchaser Warrants, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting and the Warrantholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fi) Purchaser shall apply for, and Pubco shall use reasonable best efforts to cause the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Closing Date and shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (AMCI Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Equity Line of Credit and Backstop Agreement), by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (Ciii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dv) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereofof this Agreement, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Extraordinary General Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares (or if after the Effective Time, their Pubco Ordinary Shares) redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) as ordinary resolutions, the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of any PIPE Shares) by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq (provided that the Merger and the Plan of Merger must be authorized by a special resolution), (Bii) as an ordinary resolution, the adoption and approval of a new equity incentive plan for Pubco in form and substance reasonably acceptable to the PIPE InvestmentCompany, Pubco and Purchaser (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to twelve percent (12%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (Ciii) as an ordinary resolution, the appointment of the members of the Post-Closing Pubco Board in accordance with Section 8.14 hereof, (iv) as an ordinary resolution (or if required by applicable Law or the Purchaser Memorandum and Articles, as a special resolution) such other matters as the Company Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “Purchaser Shareholder Approval Matters”), and (Dv) as an ordinary resolution, the adjournment of the Special Shareholder Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Extraordinary General Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Each of the parties will pay its own costs and expenses ((including legal, financial advisory, consulting and accounting fees and expenses) incurred in connection with the Registration Statement, except that any filing fees or similar fees with respect to SEC, regulatory or governmental approval shall be borne equally by Purchaser and the Company.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger SubPurchaser, Purchaser the Seller Representative and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, provided that Purchaser shall promptly respond to any SEC comments on not amend or supplement the Registration Statement without adequate notice to and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance prior consultation with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting Company and the RedemptionSeller Representative.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Edoc Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from the Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by the Purchaser’s shareholders in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (CB), collectively, the “Shareholder Approval Matters”), and (DC) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, and (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders proxies or votes in favour favor of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser RecommendationMatters. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act and the rules and regulations of the SEC and NYSENasdaq.
(c) Purchaser, the Company, Merger Sub Company and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Company and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub Company and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies BVI Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Kismet Acquisition One Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of all or a portion (as agreed by the Pubco Ordinary Shares Company and Purchaser in good faith) of the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Conversion (and, to the extent required, the issuance of any shares in connection with the PIPE Investment or the Company Equity Financing), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under BVI Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (ii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the Conversion Organizational Documents, (iv) adoption and approval of (A) a new equity incentive plan in substantially the form attached as Exhibit I hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including those for the Assumed Options) equal to five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption) and (B) the approval assumption of the PIPE InvestmentCompany Equity Plan by Purchaser as a new equity incentive plan of Purchaser for the Assumed Options (which will include the number of shares of Purchaser Common Stock that are subject to the Assumed Options), (Cv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act BVI Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(c) Purchaser and the Company shall each provide to EGS and Lxxxxxxxxx Xxxxxxx LLP representation letters containing such representations as shall be reasonably necessary or appropriate to enable each of EGS and Lxxxxxxxxx Xxxxxxx LLP to render such tax opinions as may be required to satisfy the requirements of Item 601 of Regulation S-K promulgated under the Securities Act (the “Tax Representation Letter”). The Tax Representation Letters shall be dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the filing of the Registration Statement.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies BVI Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereofof this Agreement, Purchaser, Purchaser and the Company and Pubco shall jointly prepareprepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Pubco Purchaser shall (at the sole cost and expense of Purchaser) file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Securities to be issued under this Agreement to the holders of Purchaser Securities securities of the Company prior to the Merger Effective TimeDate, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company and Purchaser) (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders the holders of Purchaser Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENASDAQ, (B) the approval adoption of the PIPE InvestmentAmended Purchaser Charter, (C) the adoption and approval of a new equity incentive plan for Purchaser in substantially the form as the Company and Purchaser mutually agree on pursuant to Section 5.16 (the “Purchaser Equity Plan”), (D) the appointment of the members of the Post-Closing Purchaser Board, in each case in accordance with Section 5.15 hereof, (E) the issuance of the Earnout Shares, (F) such other matters (if any) as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CF), collectively, the “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (DG) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, Statement and (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders proxies or votes in favour favor of the approval of the Purchaser Shareholder Approval Matters Matters, and (iii) shall not (and no committee or subgroup thereof shall) use its commercially reasonable efforts to secure the approval of the Purchaser Shareholder Approval Matters; provided, however, that Purchaser’s board of directors may change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation (a “Change in Recommendation”) if it determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by Purchaser’s board of directors of its fiduciary obligations to Purchaser’s shareholders under applicable Law; provided, however, that Purchaser will not be entitled to make, or agree or resolve to make, a Change in Recommendation unless (A) Purchaser has provided at least five (5) Business Days’ prior written notice to the Company advising that Purchaser’s board of directors proposes to take such action and which notice contains the material facts underlying its determination to make, or agree or resolve to make, a Change in Recommendation (a “Change in Recommendation Notice”), (B) during such five (5) Business Day period following the Company’s receipt of a Change in Recommendation Notice, Purchaser’s board of directors has engaged in good faith negotiations with the Company and its Representatives (to the extent that the Company desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Change in Recommendation and (C) following the expiration of such five (5) Business Day period, Purchaser’s board of directors reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a Change in Recommendation would constitute a breach by the directors of Purchaser Recommendationof their fiduciary duties under applicable Law. If, If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will will, with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENASDAQ. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. PurchaserPurchaser shall, with the Companyagreement of the Company prior to filing any such amendment or supplement (such agreement not to be unreasonably withheld, Merger Sub and Pubco shall conditioned or delayed), amend or supplement the Registration Statement and Pubco Purchaser shall (at the sole cost and expense of Purchaser), with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, Purchaser shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement. Purchaser shall use commercially reasonable efforts to keep the Registration Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENASDAQ, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following For the Registration Statement “clearing” comments from the SEC and becoming effectiveavoidance of doubt, the Company shall solicit a consent not be required by this Section 5.10 to take, or cause to be taken, any action in writing response to comments of the SEC staff made in connection with the Registration Statement, that would or by electronic transmission could reasonably be expected to result in (x) any material and lasting change in the business of the Target Companies as presently conducted or (y) any Target Company being required to hold, obtain or apply for any material Permit from any Government Authority other than those set forth in Schedule 4.10 of the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Disclosure Schedules.
Appears in 1 contract
Samples: Business Combination Agreement (AlphaVest Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Cayman Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser Shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Purchaser Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder Purchaser Shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser Shareholders to vote, at an extraordinary general meeting of the Purchaser shareholders Shareholders to be called and held for such purpose (such meeting, together with an adjourned meeting, the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Documents, the Cayman Companies Act Organizational Documents and the rules and regulations of the SEC and the NYSE. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersthe Purchaser Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Alussa Energy Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, OceanTech shall prepare with the Company and Pubco shall jointly preparereasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants OceanTech Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser OceanTech (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders OceanTech stockholders for the matters to be acted upon at the OceanTech Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaserthe OceanTech’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares shares of OceanTech Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder OceanTech Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders OceanTech stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders OceanTech stockholders to be called and held for such purpose (the “OceanTech Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions Transactions, (ii) the approval of the issuance of OceanTech Securities in the PIPE Investment, by Purchaser’s shareholders OceanTech stockholders in accordance with PurchaserOceanTech’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, if applicable, (Biii) the approval of the PIPE InvestmentRestated Post-Closing Company Certificate, (Civ) such other matters as the Company and Purchaser OceanTech shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai), (ii), (iii) to and (Civ)), collectively, the “Shareholder OceanTech Stockholder Approval Matters”), and (Dv) the adjournment of the OceanTech Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser RecommendationOceanTech. If, If on the date for which the OceanTech Special Shareholder Meeting is scheduled, Purchaser OceanTech has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired OceanTech Stockholder Approval, whether or not a quorum is present, Purchaser OceanTech may make one or more successive postponements or adjournments of the OceanTech Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco OceanTech will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in the OceanTech’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. OceanTech shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide OceanTech with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco OceanTech shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the OceanTech Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub OceanTech and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoOceanTech and, Merger Subafter the Closing, Purchaser the OceanTech Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco OceanTech shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserOceanTech stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the OceanTech’s Organizational Documents.
(c) OceanTech, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. OceanTech shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that OceanTech or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the OceanTech Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(d) OceanTech and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Registration Statement shall include such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. In connection with the Registration Statement and the Proxy Statement, the Company and OceanTech will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules, OceanTech’s Organizational Documents, the Israeli Companies Law, the DGCL and the rules and regulations of the SEC and Nasdaq.
(e) OceanTech and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the OceanTech Special Meeting and the Redemption. Each of OceanTech and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and OceanTech and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. OceanTech and the Company shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to OceanTech’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserOceanTech’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(ef) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco OceanTech (with the reasonable cooperation of the Company) shall distribute the Registration Proxy Statement to PurchaserOceanTech’s shareholders and, Purchaser pursuant thereto, shall call the OceanTech Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than twenty (20) days following the effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, OceanTech shall solicit proxies from the OceanTech stockholders to vote in favor of the OceanTech Stockholder Approval Matters, as approved by the OceanTech board of directors, which approval shall also be included in the Registration Statement.
(fg) Purchaser If on the date for which the OceanTech Special Meeting is scheduled, OceanTech has not received proxies representing a sufficient number of shares to obtain the Required OceanTech Shareholder Approval, whether or not a quorum is present, OceanTech may make one or more successive postponements or adjournments of the OceanTech Special Meeting. OceanTech may also adjourn the OceanTech Special Meeting to establish a quorum or if the OceanTech stockholders have elected to redeem a number of shares of OceanTech Common Stock as of such time that would reasonably be expected to result in the condition set forth in Section 6.2(e) not being satisfied. Notwithstanding the foregoing, without the consent of the Company, in no event shall OceanTech adjourn the OceanTech Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond four (4) Business Days prior to the Outside Date. Except as otherwise required by applicable Law, OceanTech covenants that none of the OceanTech board of directors (including any committee thereof) or OceanTech shall withdraw, withhold or modify, or publicly propose a change to any recommendation in support of the Transactions.
(h) OceanTech and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserOceanTech’s Organisational Documents Organizational Documents, the Company’s Organizational Documents, and this Agreement in the preparation, filing and distribution of the Registration Statement and Proxy Statement, the listing on Nasdaq, any solicitation of proxies thereunder, the calling and holding of the OceanTech Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of Purchaser with respect to any applicable SEC filing fees and/or registration fees) file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Stockholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) NRS and the rules and regulations of the SEC and NYSENasdaq, (B) to the approval extent required by the Federal Securities Laws, Nevada Law or the BVI Act, the adoption of the PIPE InvestmentAmended Pubco Charter, (C) the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) such other matters as the Company Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Shareholder Stockholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, Statement and (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders stockholders proxies or votes in favour favor of the approval of the Shareholder Stockholder Approval Matters Matters, and (iii) shall not (and no committee take all other action necessary or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose advisable to change, withdraw, withhold, qualify or modify, secure the Purchaser Recommendationapproval of the Stockholder Approval Matters. If, If on the date for which the Special Shareholder Stockholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Stockholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Stockholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Organizational Documents, the Cayman Companies Act NRS and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub Nasdaq. Purchaser and Pubco shall take any cooperate and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and provide the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materialsits counsel) if with a reasonable opportunity to review and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments comment on the Registration Statement and shall otherwise use reasonable endeavours any amendment or supplement thereto prior to cause filing the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance same with the Cayman SEC. The Company shall provide Purchaser with such information concerning the Target Companies Act as soon as practicable following the effectiveness of the Registration Statement.
and their equity holders, officers, directors, employees, assets, Liabilities, condition (f) Purchaser financial or otherwise), business and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement operations that may be required or appropriate for inclusion in the preparation, filing and distribution of the Registration Statement, or in any solicitation of proxies thereunderamendments or supplements thereto, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, which information provided by the Company shall solicit be true and correct and not contain any untrue statement of a consent material fact or omit to state a material fact necessary in writing or by electronic transmission from order to make the Company Shareholders approving and adopting this Agreementstatements made, in light of the Merger andcircumstances under which they were made, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)not materially misleading.
Appears in 1 contract
Samples: Business Combination Agreement (Proficient Alpha Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting (defined below) and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under Law, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSE, (ii) the effecting of the Domestication, (iii) the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iv) the adoption and approval of a new equity incentive plan (the “Incentive Plan”), in a form to reasonably agreed by the Purchaser and the Company during the Interim Period, which will provide for awards for a number of shares of Purchaser Common Stock equal to (A) 15% of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2022 and continuing until (and including) January 1, 2031, with such annual increase equal to the lesser of (x) 5% of the total number of shares of Purchaser Common Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (y) an amount determined by the Post-Closing Purchaser Board, plus (B) the number of shares of Purchaser Common Stock that are subject to Purchaser Earnout RSUs issued pursuant to this Agreement, plus (C) the number of shares of Purchaser Common Stock that are subject to Transaction Bonus RSUs granted in accordance with Section 5.23(b), (v) the adoption and approval of a new employee stock purchase plan intended to comply with the PIPE Investmentapplicable requirements under Section 423 of the Code, in such form and substance as reasonably agreed to by the Purchaser and the Company during the Interim Period, which will provide for (A) a purchase price discount of up to 15% in accordance with Section 423 of the Code and (B) a reserve of a number of shares of Purchaser Common Stock equal to 2% of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (as calculated after giving effect to the Redemption), such reserve to be automatically increased as of January 1 of each calendar year beginning with January 1, 2022 and continuing until (and including) January 1, 2031, with such annual increase equal to the lesser of (x) 1% of the total number of shares of Purchaser Common Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (y) an amount determined by the Post-Closing Purchaser Board, (Cvi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.19 hereof, (vii) the amendment of the Share Escrow Agreement, dated as of October 17, 2019, by and among the Purchaser, the Purchaser’s initial shareholders named therein and Continental Stock Transfer & Trust Company, as escrow agent thereunder, to shorten the lock-up restrictions on Purchaser Ordinary Shares thereunder to match the lock-up period in the Lock-Up Agreement, (viii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvii), collectively, the “Purchaser Shareholder Approval Matters”), and (Dix) the adjournment of the Special Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Purchaser Extraordinary General Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) PurchaserThe Purchaser shall cause any information concerning the Purchaser or its stockholders, officers, directors, assets, Liabilities, condition (financial or otherwise), business and operations included in the CompanyRegistration Statement, Merger Sub or in any amendments or supplements thereto, to be true and Pubco correct and to not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading, (b) Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco The Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersthe Purchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(dc) The Purchaser, the Company, Merger Sub and Pubco, with the reasonable and timely assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company (and its counsel) a reasonable opportunity under the circumstances to review and timely comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Special Shareholder Purchaser Extraordinary General Meeting in accordance with the Cayman Islands Companies Act as soon as practicable Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Purchaser Extraordinary General Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC . Purchaser shall apply for, and becoming effectiveshall take commercially reasonable actions to cause, the Company shall solicit a consent Purchaser Common Stock to be issued in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, connection with the Merger and, to be approved for listing on the extent required by Law, NYSE as of the Transactions (the “Company Shareholder Approvals”)Closing.
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, SPAC and Pubco shall prepare with the assistance of the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement pursuant to the Mergers to the holders of Purchaser SPAC Securities and Companies Securities as of immediately prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s SPAC shareholders for the matters to be acted upon at the Special SPAC Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with PurchaserSPAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval MattersMatters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s SPAC shareholders to vote, at an extraordinary a general meeting of Purchaser SPAC shareholders to be called and held for such purpose (the “Special SPAC Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders the holders of SPAC Ordinary Shares in accordance with PurchaserSPAC’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (Bii) to the extent required by Nasdaq, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any SPAC Securities in connection with the Transaction Financing, including adoption and approval of the PIPE Investmentissuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (Ciii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to eight percent (8%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 6.15 hereof, (vi) such other matters as the Company Company, Pubco and Purchaser SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Approval Matters”), and (Dvii) the adjournment of the Special SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of PurchaserSPAC.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special SPAC Shareholder Meeting is scheduled, Purchaser SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the Special SPAC Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser SPAC and Pubco will shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organisational Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and NYSENasdaq. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Lexasure Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special SPAC Shareholder Meeting and the Closing Redemption. Each of PurchaserSPAC, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger SubSPAC and, Purchaser after the Closing, the SPAC Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub SPAC and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserSPAC’s shareholdersshareholders and the holders of SPAC Warrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserSPAC’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser SPAC and Pubco shall distribute the Registration Statement to PurchaserSPAC’s shareholders and, Purchaser pursuant thereto, shall call the Special SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement, and shall use its reasonable efforts to (i) solicit from the SPAC Shareholders proxies in favor of the Required SPAC Shareholder Approval prior to such SPAC Shareholder Meeting, and (ii) obtain the Required SPAC Shareholder Approval at such SPAC Shareholder Meeting.
(f) Purchaser SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserSPAC’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special SPAC Shareholder Meeting and the Closing Redemption.
(g) As soon as practicable following In connection with the Registration Statement “clearing” comments from the SEC Statement, each of SPAC and becoming effective, the Company shall solicit a consent shall, if requested in writing by BTIG, LLC (“BTIG”), SPAC’s capital markets advisor in connection with the Transaction, or any other financial advisor of SPAC with the prior approval of SPAC, cause the SPAC’s and Lexasure Companies’ respective independent registered public accounting firm(s) and counsel(s) to deliver to BTIG or such other financial advisor on such dates as reasonably requested by electronic transmission from BTIG or such other financial advisor “comfort” letters and negative assurance statements in customary form and substances reasonably satisfactory to BTIG or such other financial advisor and their respective counsel; provided that BTIG shall deliver to such public accounting firm(s) documentation to permit such firms to render such comfort letters. Pubco hereby agrees that in connection with the Company Shareholders approving Closing, it will enter into a written agreement with SPAC and adopting this AgreementBTIG, the Merger andin form and substance reasonably acceptable to BTIG and SPAC, to assume, effective as of the extent required by LawClosing, all of the Transactions (the “Company Shareholder Approvals”)rights and obligations of SPAC under SPAC’s engagement letter with BTIG, dated as of November 27, 2022, as it may be amended.
Appears in 1 contract
Samples: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Company Security Holders pursuant to the Merger Effective TimeTransactions (including the Earnout Shares,if permissible under the Form S-4), which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders the Purchaser Stockholders for the matters to be acted upon at the Purchaser Special Shareholder Stockholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser Stockholders to vote, at an extraordinary general special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including the Assumed Options regardless of whether the Pubco Equity Plan is approved in subsection (B) below and, to the extent required, the issuance of any PIPE Shares), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (B) the adoption and approval of a new omnibus equity incentive plan for Pubco, in form and substance reasonably acceptable to Purchaser and the PIPE InvestmentCompany (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of shares of Pubco Class A Common Stock equal to the greater of (i) the number of shares of Pubco Common Stock that are subject to the Assumed Options, and (ii) ten percent (10%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing, (C) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (D) the approval of an amendment to the Insider Letter, effective upon the Closing, to reduce the Founder Shares Lock-up Period set forth in clause (A) of Section 8(a) thereof from one year after the completion of the Business Combination and provide that (i) twenty five percent (25%) of the Founder Shares will be released upon the filing of Pubco’s first Form 10-Q or Form 10-K filing made six (6) months after the Closing and (ii) and an additional 25% of the Founder Shares will be released after each Form 10-Q or Form 10-K that is filed each quarter thereafter (in addition to the early release for stock price performance and a subsequent sale as set forth in the current Insider Letter lock-up) (the “Insider Letter Amendment Approval”); and (E) such other matters as the Company Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Shareholder Stockholder Approval Matters”), and (DF) the adjournment of the Purchaser Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Stockholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Stockholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Stockholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Stockholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration StatementDGCL.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Stockholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Healthwell Acquisition Corp. I)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the SPAC Domestication and the Merger, by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (Ciii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, PurchaserMICT and BVI Pubco, shall prepare with the Company reasonable assistance of BI China and Pubco shall jointly prepareParagonEx, and Pubco shall file with the SEC, SEC a registration statement Registration Statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the BVI Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior MICT Securities, the BI China Purchased Securities, the ParagonEx Purchased Securities, the ParagonEx Founders’ Additional Shares and the shares issuable to the Merger Effective TimePIPE Investors, which Registration Statement will also contain a proxy statement of Purchaser MICT (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders MICT stockholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval MattersMeeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders MICT stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders MICT stockholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions requiring such approval by Purchaser’s shareholders the holders of MICT Common Stock in accordance with PurchaserMICT’s Organisational Organizational Documents, the Cayman Companies Delaware Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, Nasdaq and presenting the Merger (B) the approval of the PIPE Investment, (Cii) such other matters as the Company BNN, ParagonEx, MICT and Purchaser BVI Pubco shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai) to and (Cii), collectively, the “Shareholder MICT Stockholder Approval Matters”), and (Diii) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make MICT. MICT agrees to use commercially reasonable efforts to include the Purchaser Recommendation and include such Purchaser Recommendation following items in the Proxy Statement: (i) the adoption and approval of a new Equity Incentive Plan for BVI Pubco, in the form to be mutually agreed by the Parties (collectively, the “GFH Equity Plan”), including the GFH Israeli Sub-Plan, which plan will provide that the aggregate awards under such plan shall be for a number of BVI Pubco Ordinary Shares equal to ten percent (10%) of the aggregate number of BVI Pubco Ordinary Shares issued and outstanding immediately after the Closing (which number of shares awarded for the avoidance of doubt shall not include the MICT Replacement Options), (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour the appointment of the approval members of the Shareholder Approval Matters Post-Closing BVI Pubco Board, and (iii) the amendment of the MICT Charter to effect a reverse stock split of the MICT Common Stock solely in order to comply with Section 12.1(i). For the avoidance of doubt, the proposals set forth in clauses (i), (ii) and (iii) of the preceding sentence shall not (be deemed to be MICT Stockholder Approval Matters and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose such proposals shall not constitute conditions to change, withdraw, withhold, qualify or modify, the Purchaser RecommendationClosing. If, If as of the close of business on the Business Day prior to the date for which the Special Shareholder Meeting is scheduled, Purchaser MICT has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Stockholder Approval, whether or not a quorum is present, Purchaser MICT may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco MICT will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in MICT’s Organisational Organizational Documents, the Cayman Companies Delaware Act and the rules and regulations of the SEC and NYSENasdaq. MICT shall cooperate and provide BVI Pubco, BI China and ParagonEx (and their respective counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. BI China shall provide MICT and BVI Pubco, with such information concerning the BI China Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations and ParagonEx shall provide MICT and BVI Pubco, with such information concerning the ParagonEx Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations, that MICT and BVI Pubco, reasonably requests for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by BI China and ParagonEx, as applicable, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Notwithstanding the foregoing, MICT makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the BNN, BI China or ParagonEx or any of their Representatives for inclusion therein.
(cb) PurchaserMICT and BVI Pubco, the Company, Merger Sub and Pubco shall take any and all use commercially reasonable and necessary actions required efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, Statement and the Special Shareholder Meeting and the RedemptionMeeting. Each of Purchaser, BVI Pubco, Merger Sub MICT, BI China and the Company shallParagonEx shall use commercially reasonable efforts to, and shall cause each of its Subsidiaries (excluding any Subsidiaries of MICT that are to be spun off in connection with the Spin Off) to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, BVI Pubco, Merger SubMICT, Purchaser BI China, ParagonEx and, after the Closing, BVI Pubco, BNN and the ParagonEx Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub BVI Pubco and Pubco MICT shall amend or supplement the Registration Statement and Pubco shall file use commercially reasonable efforts to cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserMICT’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserMICT’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub MICT and BVI Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. MICT and BVI Pubco shall provide BI China and ParagonEx with copies of any written comments, and shall inform BI China and ParagonEx of any material oral comments, that MICT, BVI Pubco, or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement and the Special Meeting promptly after the receipt of such comments and shall give BI China and ParagonEx a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser MICT and BVI Pubco shall distribute the Registration Statement to PurchaserMICT’s shareholders stockholders and, Purchaser pursuant thereto, shall call the Special Shareholder Meeting in accordance with the Cayman Companies Delaware Act as soon as practicable for a date no later than sixty (60) days following the effectiveness of the Registration Statement.
(fe) Purchaser MICT and Pubco BVI Pubco, shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserMICT’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, thereunder and the calling and holding of the Special Shareholder Meeting and the RedemptionMeeting.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Acquisition Agreement (MICT, Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereofof this Agreement, Purchaser, the Company and Pubco shall jointly prepareprepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and Pubco shall (at the sole cost and expense of Purchaser) file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities and holders of securities of the Company prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Class A Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving the following proposals (or such other proposals as may be agreed upon from time to time between the Company, Pubco and Purchaser) (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders the holders of Purchaser Class A Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, (B) to the approval extent required by Federal Securities Laws, the adoption of the PIPE InvestmentAmended Pubco Charter, (C) the adoption and approval of a new equity incentive plan for Pubco in substantially the form as the Company and Purchaser mutually agree on pursuant to Section 5.14 (the “Pubco Equity Plan”), (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 5.13 hereof, (E) such other matters (if any) as the Company Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Purchaser Shareholder Approval Matters”, and the approvals described in clauses (A) through (B), the “Required Purchaser Shareholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, Statement and (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders proxies or votes in favour favor of the approval of the Purchaser Shareholder Approval Matters Matters, and (iii) shall not (and no committee or subgroup thereof shall) use its commercially reasonable efforts to secure the approval of the Purchaser Shareholder Approval Matters; provided, however, that Purchaser’s board of directors may change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Purchaser its recommendation (a “Change in Recommendation”) if it determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by Purchaser’s board of directors of its fiduciary obligations to Purchaser’s shareholders under applicable Law. If, If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will will, with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall shall, with the agreement of the Company prior to filing any such amendment or supplement (such agreement not to be unreasonably withheld, conditioned or delayed), amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of Purchaser), with the agreement of the Company prior to any such filing (such agreement not to be unreasonably withheld, conditioned or delayed), file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub Purchaser and Pubco, with the assistance of the other Parties, Pubco shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following For the avoidance of doubt, neither the Company nor Pubco shall be required by this Section 5.9 to take, or cause to be taken, any action in response to comments of the SEC staff made in connection with the Registration Statement “clearing” comments Statement, that would or could reasonably be expected to result in (x) any material and lasting change in the business of the Target Companies as contemplated under the Business Plan as of the date of this Agreement or (y) any Target Company being required to hold, obtain or apply for any material Permit from the SEC and becoming effective, any Government Authority other than those set forth in Schedule 4.10 of the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Disclosure Schedules.
Appears in 1 contract
Samples: Business Combination Agreement (Far Peak Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. Matters and (y) soliciting proxies from holders of Company Stock for the matters to be acted upon at the Company Special Meeting.
(i) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the Domestication by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Companies Act, the Nevada Law and the rules and regulations of the SEC and NASDAQ; (ii) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Domestication, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) Nevada Law and the rules and regulations of the SEC and NYSENasdaq, (Biii) the amendment of Article 47.4 of the Memorandum of Association of the Purchaser to change the words “upon such consummation” to “prior to or upon such consummation”; (iv) the adoption and approval of the PIPE InvestmentArticles of Incorporation of the Purchaser upon the Domestication (the “Interim Purchaser Charter”) in substantially the form set forth in Exhibit B-1, (Cv) the adoption and approval of the Articles of Incorporation of the Purchaser following the consummation of the Merger (the “Amended Purchaser Charter,” in substantially the form set forth in Exhibit B-2; (vi) the adoption and approval of a new equity incentive plan in a form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive Plan”), and which Incentive Plan will provide for awards for a number of shares of Purchaser Common Stock equal to the sum of (x) five percent (5.0%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption and shares issued in any private financing) and (y) such other matters number of shares of Purchaser Common Stock as may be issuable pursuant to the Assumed Options; (vii) approval of the issuance of shares of Purchaser Common Stock (w) issuable to the holders of Company Common Stock as the Merger Consideration pursuant to this Agreement, (x) issuable upon conversion of any Company Convertible Notes outstanding at the Effective Time and any Company Convertible Notes which may be issued subsequent to the Effective Time to limited partners of CEF in respect of loans made by CEF to a subsidiary of the Company, (y) issuable upon exercise or conversion of Purchaser shall hereafter mutually determine Securities issued to be necessary the Purchaser’s public shareholders in connection with the First and Second Extensions, and (z) issued or appropriate issuable in order one or more private placements subsequent to effect the Transactions date of this Agreement, including shares issuable upon convertible securities issued in connection with such private placements and (viii) the election of the Purchaser’s Board to serve upon completion of the Merger (the approvals described in foregoing clauses (Ai) to through (Cviii), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dix) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alberton Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereofAgreement Date, Purchaser, Purchaser shall prepare with the Company and Pubco shall jointly preparereasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Purchaser Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to as the holders of Purchaser Securities prior to the Merger Effective TimeTransaction Consideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser Shareholders for the matters to be acted upon at the Special Shareholder Extraordinary General Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Governing Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational DocumentsGoverning Documents and IPO Prospectus, the Securities Act, the Cayman Companies Act (which shall include a special resolution as required under Act, the Cayman Malaysian Companies Act and the Purchaser’s Organisational Documents) Act, , and the rules and regulations of the SEC and NYSENasdaq, (Bii) as a special resolution, the adoption and approval of an Amended and Restated Memorandum and Articles of Association of Purchaser, including the PIPE Investmentchange of name of Purchaser, (Ciii) as an ordinary resolution, adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit D hereto (the “New Equity Incentive Plan”), which will provide for awards for up to a number of Purchaser Ordinary Shares mutually acceptable to Purchaser and the Company, (iv) as an ordinary resolution, the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 7.15 hereof, and (v) as an ordinary resolution (or, if required by applicable Law or the Purchaser’s Governing Documents, as a special resolution), such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions transactions contemplated by this Agreement and in connection with the Business Combination and each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvi) as an ordinary resolution, the adjournment of the Special Shareholder Extraordinary General Meeting, if necessary or desirable in the reasonable determination to permit further solicitation of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation proxies because there are not sufficient votes to approve and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour adopt any of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendationforegoing. If, If on the date for which the Special Shareholder Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments (as permitted by the Purchaser’s Governing Documents) of the Special Shareholder Extraordinary General Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Governing Documents, the Securities Act, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. In connection with Purchaser’s preparation of the Registration Statement, Proxy Statement and any other filings required to be made by Purchaser with the SEC under the Securities Act, or any responses to any comments from the SEC related thereto, the Company and Selling Shareholders shall provide, and shall use its commercially reasonable efforts to cause its Representatives including legal and accounting representatives to provide, all cooperation reasonably requested by Purchaser that is customary in connection with the preparation of any such filings or responses, including but not limited to, obtaining the consents of any auditor to the inclusion of the financial statements of the Company or any of its Subsidiaries in the Registration Statement, Proxy Statement and other filings with the SEC. The Company shall provide Purchaser with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, Proxy Statement or in any amendments or supplements thereto, or any other filings with the SEC. The Company shall ensure that all information provided by the Company, the Selling Shareholders and their respective representatives to Purchaser for inclusion or incorporation by reference in the Registration Statement, Proxy Statement, or any other filings with the SEC, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Any filing fees related to the filing of the Registration Statement with the SEC as contemplated by this Section 7.11(a) shall be borne by Purchaser.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. If at any time prior to the Closing, any information relating to the Company or Purchaser, or any of their respective directors, officers or Affiliates, is discovered by the CompanyCompany or Purchaser that is required to be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, Merger Sub and Pubco in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party. Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s Purchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Governing Documents.
(d) Purchaser; provided, the Companyhowever, Merger Sub and Pubco, with the assistance of the other Parties, that Purchaser shall promptly respond to any SEC comments on not amend or supplement the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance without prior consultation with the Cayman Companies Act Company as soon as practicable following is reasonable under the effectiveness of the Registration Statementcircumstances.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, vote at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Ciii) adoption and approval of a new equity incentive plan in the form to be mutually agreed to by the Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal (A) fifteen percent (15%) of the aggregate number of shares issued pursuant to the Merger and the transactions contemplated herein, (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Company and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC . Purchaser shall apply for, and becoming effectiveshall take commercially reasonable actions to cause, the Company shall solicit a consent Purchaser Common Stock to be issued in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, connection with the Merger and, to be approved for listing on Nasdaq as of the Closing. All filings mentioned in this Section shall be in a form reasonably acceptable to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Company.
Appears in 1 contract
Samples: Merger Agreement (Pono Capital Corp)
The Registration Statement. (aA) As promptly The Registration Statement, as practicable after amended to cover the date hereofoffering, Purchaserissuance and sale by ARS of such number of shares of ARS Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to ARS from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the Company and Pubco shall jointly preparefunds, if any, available from other sources (if any, and Pubco shall file with as set forth in the SECRegistration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable ARS to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the Merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a registration statement on Form F-4 result of the consummation of the Merger or other acquisition transactions contemplated thereby and (as amended or supplemented from 3) the total amount of Indebtedness of the Founding Companies and ARS which the Registration Statement discloses at the time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration it becomes effective under the Securities Act of will be repaid on the Pubco Ordinary Shares IPO Closing Date with proceeds received by ARS from the IPO and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective TimeOther Financing Sources, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to shall have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required been declared effective under the Cayman Companies Securities Act and by the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, SEC; (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in no stop order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following suspending the effectiveness of the Registration Statement.
Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (fC) Purchaser and Pubco the Underwriter shall comply with all applicable Lawshave agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, any applicable rules and regulations of NYSEif any) to purchase from ARS on a firm commitment basis for resale to the public initially at the IPO Price, Purchaser’s Organisational Documents and this Agreement subject to the conditions set forth in the preparationUnderwriting Agreement, filing and distribution such number of the Registration Statement, any solicitation shares of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following ARS Common Stock covered by the Registration Statement “clearing” comments from as, when multiplied by the SEC and becoming effective, price per share of ARS Common Stock to be paid by the Company shall solicit a consent in writing or by electronic transmission from Underwriter to ARS pursuant to the Company Shareholders approving and adopting this Underwriting Agreement, shall equal at least the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Minimum Cash Amount.
Appears in 1 contract
Samples: Merger Agreement (Timmons Gorden H)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants shares of Purchaser Class A Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the issuance of the Merger Consideration pursuant to this Agreement (and, to the extent required, the issuance of any shares in connection with the PIPE Offering or any other financing which involves the issuance of Purchaser Common Stock), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSE, Nasdaq; (Bii) the adoption and approval of the Amended Purchaser Charter; (iii) adoption and approval of an equity incentive plan in form and substance mutually acceptable to the Company and the Purchaser (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Recapitalization, the Redemption and the PIPE InvestmentOffering); (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, such appointment to be effective on the Closing Date; (Cv) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), ; and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption, and the Company shall assist in such efforts and shall provide such information concerning the Company, its financial statements and its management as is necessary for inclusion in the Registration Statement. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other PartiesCompany, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Industrial Tech Acquisitions II, Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from the Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing the Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by the Purchaser’s shareholders in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), shall (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, and (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser RecommendationMatters. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq.
(c) Purchaser, the Company, Merger Sub Company and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its the Company Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Company and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub Company and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration Statement.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Centricus Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereofEffective Date, Purchaser, the Company JWAC and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of JWAC with respect to any applicable SEC filing fees and/or registration fees) file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser JWAC Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser JWAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s JWAC shareholders for the matters to be acted upon at the Special Shareholder Stockholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with PurchaserJWAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares JWAC Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s JWAC shareholders to vote, at an extraordinary general a special meeting of Purchaser shareholders JWAC stockholders to be called and held for such purpose (the “Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by Purchaser’s shareholders the holders of JWAC Common Stock in accordance with PurchaserJWAC’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (B) to the approval extent required by the Federal Securities Laws or the Laws of the PIPE InvestmentCayman Islands, the adoption of the Amended Pubco Charter, (C) the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and JWAC and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (E) such other matters as the Company Company, Pubco and Purchaser JWAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Shareholder Stockholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of PurchaserJWAC.
(b) PurchaserSubject to the provisions of Section 8.11(f), JWAC, acting through its board of directors the JWAC Board (or a committee thereof), shall (i) shall make the Purchaser JWAC Recommendation and include such Purchaser JWAC Recommendation in the Proxy Statement, Statement and (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders stockholders proxies or votes in favour favor of the approval of the Shareholder Stockholder Approval Matters Matters, and (iii) shall not (and no committee take all other action necessary or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose advisable to change, withdraw, withhold, qualify or modify, secure the Purchaser Recommendationapproval of the Stockholder Approval Matters. If, If on the date for which the Special Shareholder Stockholder Meeting is scheduled, Purchaser JWAC has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Stockholder Approval Matters, whether or not a quorum is present, Purchaser JWAC may make one or more successive postponements or adjournments of the Special Shareholder Stockholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser JWAC and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law, PurchaserJWAC’s Organisational Organizational Documents, Pubco’s Organizational Documents, the Laws of the Cayman Companies Act Islands, the DGCL and the rules and regulations of the SEC and NYSENasdaq. JWAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Entities shall provide JWAC with such information concerning the Company Entities and the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company Parties shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub JWAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Stockholder Meeting and the Redemption. Each of PurchaserJWAC, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Company Parties and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub JWAC and Pubco shall amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of JWAC) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserJWAC’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserJWAC’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub JWAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. JWAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that JWAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser JWAC and Pubco shall distribute the Registration Statement to PurchaserJWAC’s shareholders and, Purchaser JWAC shall call the Special Shareholder Stockholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) Purchaser JWAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserJWAC’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Stockholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Jupiter Wellness Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco the SPAC shall jointly prepare, and Pubco the SPAC shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco SPAC Class A Ordinary Shares, the SPAC Public Warrants and the SPAC Class B Ordinary Shares and the Pubco Public Warrants to be issued or deemed to be issued pursuant to the SPAC Continuance and under this Agreement to as the holders of Purchaser Securities prior to the Merger Effective TimeExchange Consideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s the SPAC shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaserthe SPAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser SPAC Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s the SPAC shareholders to vote, vote at an extraordinary general a special meeting of Purchaser the SPAC shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the SPAC Continuance, (ii) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Amalgamation, by Purchaser’s shareholders the holders of SPAC Ordinary Shares in accordance with Purchaserthe SPAC’s Organisational Organizational Documents, the Cayman Securities Act, the Companies Act (which shall include a special resolution as required under Law, the Cayman Companies Act and the Purchaser’s Organisational Documents) BCBCA and the rules and regulations of the SEC and NYSENasdaq, (Biii) the adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the PIPE InvestmentParties, and which will provide for awards for a number of SPAC Class A Ordinary Shares equal to ten percent (10%) of the aggregate number of SPAC Class A Ordinary Shares issued and outstanding immediately after the Closing (giving effect to the Redemption, any Equity Financing and the Amalgamation), (Civ) the appointment of the members of the Post-Closing Board in accordance with Section 6.18 hereof, (v) such other matters as the Company and Purchaser the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions SPAC Continuance and the Amalgamation and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “SPAC Shareholder Approval Matters”), and (Dvi) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser RecommendationSPAC. If, If on the date for which the SPAC Special Shareholder Meeting is scheduled, Purchaser the SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Required the SPAC Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser the SPAC may make one or more successive postponements or adjournments of the SPAC Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco the Company will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, applicable Law and the rules and regulations of the SEC and NYSENasdaq. The Company shall cooperate and provide the SPAC (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and the Company shall consider any such comments timely made in good faith. The Company shall provide the SPAC with such information concerning the Company and its shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, The Company and the Company, Merger Sub and Pubco SPAC shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub the SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco The SPAC shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s the Company Shareholders and SPAC shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe SPAC’s Organisational Organizational Documents; provided, however, that the Company shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(dc) Purchaser, The Company and the Company, Merger Sub and PubcoSPAC, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Company shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser the SPAC and Pubco the Company shall distribute the Registration Statement to Purchaserthe SPAC’s shareholders and the Company Shareholders, and, Purchaser pursuant thereto, shall call the SPAC Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than forty-five (45) days following the effectiveness of the Registration Statement.
(fe) Purchaser The Company and Pubco the SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational their respective Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Pono Capital Three, Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (Ciii) the adoption and approval of a new equity incentive plan in the form to be mutually agreed between Purchaser and the Company acting reasonably in good faith (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Class A Common Stock equal to five percent (5%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), and will include a customary evergreen provision, (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Shareholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Merger Agreement (Global Blockchain Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the assistance, cooperation and best efforts of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior and the Sellers pursuant to the Merger Effective TimeMergers, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser Shareholders for the matters to be acted upon at the Special Shareholder Purchaser Extraordinary General Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational the Purchaser Organizational Documents and the IPO Prospectus to have their Purchaser Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from PurchaserPurchaser shareholder’s shareholders to vote, at an extraordinary general meeting of Purchaser Purchaser’s shareholders to be called and held for such purpose (the “Special Shareholder Purchaser Extraordinary General Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions Ancillary Document and the transactions contemplated hereby or thereby, including the Mergers and the Conversion, by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Act, DGCL and the rules and regulations of the SEC and NYSE, (Bii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentConversion Organizational Documents, (Civ) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, and, if applicable, appointment of the members of any committees thereof, in each case in accordance with Section 5.16 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvi) the adjournment of the Special Shareholder Purchaser Extraordinary General Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Shareholder Purchaser Extraordinary General Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Purchaser Extraordinary General Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Act, the DGCL and the rules and regulations of the SEC and NYSE. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser and Pubco with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Purchaser Extraordinary General Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser, Merger SubPubco and, after the Closing, the Purchaser Representative and the Seller Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise TABLE OF CONTENTS required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub Each of Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders shareholders, and, Purchaser pursuant thereto, shall call the Special Shareholder Purchaser Extraordinary General Meeting in accordance with the Purchaser Organizational Documents and the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational the Purchaser Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Purchaser Extraordinary General Meeting and the Redemption.
(gf) As soon as practicable following In connection with the Registration Statement “clearing” comments from the SEC Statement, each of Purchaser and becoming effective, the Company shall solicit a consent shall, if requested in writing by BTIG as Purchaser’s capital markets advisor in connection with the Transaction, or any other financial advisor of Purchaser with the prior approval of Purchaser, cause the Purchaser’s and the Company’s respective independent registered public accounting firm(s) and counsel(s) to deliver to BTIG or such other financial advisor on such dates as reasonably requested by electronic transmission from the Company Shareholders approving BTIG or such other financial advisor, “comfort” letters and adopting this Agreement, the Merger and, negative assurance statements in customary form and substance reasonably satisfactory to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)BTIG or such other financial advisor.
Appears in 1 contract
Samples: Merger Agreement (Integrated Wellness Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereofEffective Date, Purchaser, the Company DMAC and Pubco shall jointly prepare, and Pubco shall (at the sole cost and expense of DMAC with respect to any applicable SEC filing fees and/or registration fees) file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser DMAC Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser DMAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s DMAC shareholders for the matters to be acted upon at the Special Shareholder Stockholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with PurchaserDMAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares DMAC Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s DMAC shareholders to vote, at an extraordinary general a special meeting of Purchaser shareholders DMAC stockholders to be called and held for such purpose (the “Special Shareholder Stockholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by Purchaser’s shareholders the holders of DMAC Common Stock in accordance with PurchaserDMAC’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DGCL and the rules and regulations of the SEC and NYSENasdaq, (B) to the approval extent required by the Federal Securities Laws or the Laws of the PIPE InvestmentCayman Islands, the adoption of the Amended Pubco Charter, (C) the adoption and approval of a new equity incentive plan for Pubco, which will be in form and substance reasonably acceptable to the Company and DMAC and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.15 hereof, (E) such other matters as the Company Company, Pubco and Purchaser DMAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Shareholder Stockholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Stockholder Meeting, if necessary or desirable in the reasonable determination of PurchaserDMAC.
(b) PurchaserSubject to the provisions of Section 8.11(f), DMAC, acting through its board of directors the DMAC Board (or a committee thereof), shall (i) shall make the Purchaser DMAC Recommendation and include such Purchaser DMAC Recommendation in the Proxy Statement, Statement and (ii) shall use its commercially reasonable endeavours efforts to solicit from its shareholders stockholders proxies or votes in favour favor of the approval of the Shareholder Stockholder Approval Matters Matters, and (iii) shall not (and no committee take all other action necessary or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose advisable to change, withdraw, withhold, qualify or modify, secure the Purchaser Recommendationapproval of the Stockholder Approval Matters. If, If on the date for which the Special Shareholder Stockholder Meeting is scheduled, Purchaser DMAC has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Stockholder Approval Matters, whether or not a quorum is present, Purchaser DMAC may make one or more successive postponements or adjournments of the Special Shareholder Stockholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser DMAC and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law, PurchaserDMAC’s Organisational Organizational Documents, Pubco’s Organizational Documents, the Laws of the Cayman Companies Act Islands, the DGCL and the rules and regulations of the SEC and NYSENasdaq. DMAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Entities shall provide DMAC with such information concerning the Company Entities and the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company Parties shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub DMAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Stockholder Meeting and the Redemption. Each of PurchaserDMAC, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Company Parties and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this AgreementTransactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub DMAC and Pubco shall amend or supplement the Registration Statement and Pubco shall (at the sole cost and expense of DMAC) file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserDMAC’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserDMAC’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub DMAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. DMAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that DMAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Stockholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser DMAC and Pubco shall distribute the Registration Statement to PurchaserDMAC’s shareholders and, Purchaser DMAC shall call the Special Shareholder Stockholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) Purchaser DMAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserDMAC’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Stockholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Deep Medicine Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Class A Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Class A Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and to the extent required, the issuance of any shares in connection with a PIPE Investment), by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended and Restated Certificate of Incorporation in form and substance reasonably acceptable to the Company and the Purchaser, including the change of the name of the Purchaser; provided, that if the Amended Company Charter and the Class B Share Exchange are not agreed to by the Company Special Committee or not approved by the High Vote Company Stockholder Approval, the Amended Purchaser Charter will not include any provisions regarding the Purchaser Class B Common Stock and will only provide for a single class of common stock, (Ciii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock (including for the Assumed Options) equal to ten percent (10%) of (x) the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), plus (y) the number of Earnout Shares potentially issuable pursuant to the milestones set forth in Section 1.13 of this Agreement, which Incentive Plan shall have an annual “evergreen” increase as of January 1 of each calendar year, beginning with January 1, 2024 and continuing until (and including January 1, 2033, with such annual increase not to exceed two (2%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding as of the end of the day immediate prior to such increase, (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. The Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Company and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders stockholders, and, pursuant thereto, shall duly call, give notice of, convene and hold the Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following the effectiveness of the Registration StatementDGCL.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Deep Medicine Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants shares of Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval MattersMeeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSE, Nasdaq; (Bii) the approval of the PIPE Investment, Amended Purchaser Certificate of Incorporation upon the Closing; (Ciii) the adoption and approval of an a new or amended equity incentive plan for the Purchaser to be agreed between the Purchaser and the Company acting reasonably and in good faith; (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.16 hereof; (v) such other matters as the Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), ; and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Documents, the Cayman Companies Act Organizational Documents and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with sufficient opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto.
(cb) Purchaser, the Company, Merger Sub and Pubco The Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting Statement and the RedemptionPurchaser Special Meeting. Each of Purchaser, Pubco, Merger Sub the Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubcothe Purchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholdersstockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) The Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the RedemptionMeeting.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their shares of Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the Equity Line of Credit), by Purchaser’s shareholders the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Charter, (Ciii) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (iv) the adoption and approval of the Purchaser Equity Incentive Plan and any equity grants, to the extent required, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Company and its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco SPAC shall jointly prepare, with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of (x) the Pubco Ordinary New PubCo Common Shares and the Pubco Public Warrants to be issued under this Agreement as the Common Amalgamation Consideration, (y) the Convertible Note Shares to be issued in respect of the holders Company Shares issued pursuant to conversion of Purchaser the Company Convertible Notes and (z) the replacement New PubCo Securities prior to be issued in the Merger Effective TimeSPAC Continuance, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders the SPAC Shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing Purchaser’s shareholders the SPAC Public Shareholders an opportunity opportunity, in accordance with Purchaserthe SPAC’s Organisational Documents and the IPO Prospectus Organizational Documents, to have their Purchaser Ordinary SPAC Shares redeemed (such rights to have their SPAC Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders the SPAC Shareholders to vote, at an extraordinary general a special meeting of Purchaser shareholders the SPAC Shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein by Purchaser’s shareholders the SPAC Shareholders in accordance with Purchaserthe SPAC’s Organisational Organizational Documents, (ii) the Cayman Companies Act effecting of the SPAC Continuance, including the conversion of SPAC Class A Shares and SPAC Class B Shares contemplated hereby, (which shall include a special resolution iii) the issuance of New PubCo Common Shares, including any New PubCo Common Shares to be issued in connection with the Financing, as may be required under Nasdaq’s listing requirements, (iv) a non-binding advisory vote on the Cayman Companies Act adoption and approval of certain differences between the existing SPAC Charter and bylaws and the Purchaser’s Organisational New PubCo Organizational Documents) and the rules and regulations of the SEC and NYSE, (Bv) the adoption and approval of the PIPE InvestmentNew PubCo Organizational Documents, (Cvi) the adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the Company and the SPAC, and which will provide for the reservation for future issuance of a number of New PubCo Common Shares equal to ten percent (10%) of the aggregate number of New PubCo Common Shares issued and outstanding immediately after the Closing (calculated after giving effect to the Redemption, assuming full exercise of the Converted Options and the Converted Warrants and settlement of the Converted RSUs), (vii) such other matters as the Company and Purchaser the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Arrangement, the Amalgamation and the other transactions contemplated by this Agreement, (the approvals described in foregoing clauses (Ai) to through (Cvii), collectively, the “SPAC Shareholder Approval Matters”), and (Dviii) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaserthe SPAC, and (ix) any other proposals as the SEC or Nasdaq may indicate are necessary in its comments to the Registration Statement or correspondence related thereto.
(b) PurchaserNotwithstanding anything to the contrary contained in this Agreement, acting through its board the SPAC may (and, in the case of directors the following clause (or a committee thereofii), (i) shall make at the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent request of the Company, shall) adjourn the SPAC Special Meeting for a period of no longer than fifteen (15) calendar days (in each case): (i) after consultation with the Company, to the extent necessary to ensure that any supplement or amendment to the Registration Statement that the SPAC Board has determined in good faith is required by applicable Law be provided to the SPAC Public Shareholders; (ii), in each case, for one (1) or more periods, (x) may not be adjourned to a date that is more than ten (10) Business Days after if as of the date time for which the SPAC Special Shareholder Meeting was is originally scheduled (as set forth in the Registration Statement), there are insufficient voting equity interests of the SPAC represented (either in person or by proxy) to constitute a quorum necessary to conduct the most recently adjourned business of the SPAC Special Shareholder Meeting (excluding any adjournments required by applicable Law) and or (y) is held no later than four in order to solicit additional proxies from the SPAC Public Shareholders for purposes of obtaining the requisite approval with respect to the SPAC Shareholder Approval Matters; (4iii) Business Days to seek withdrawals of redemption requests from the SPAC Public Shareholders or (iv) if the Company Meeting has been adjourned or delayed; provided, that, in the event of any such adjournment, the SPAC Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved. The SPAC and the Company and their respective counsel shall cooperate and provide one another with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the Outside Datesame with the SEC, and any comments timely made shall be considered in good faith. In connection The Company and the SPAC shall each provide the other with such information concerning the Company, the SPAC and their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, Purchaser or in any amendments or supplements thereto, which information provided by the Company or the SPAC, as applicable, shall be true and Pubco will file with correct in all material respects and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSEstatements made not misleading.
(c) Purchaser, the Company, Merger Sub and Pubco The SPAC shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the included Proxy Statement, the SPAC Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub the SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement and the included Proxy Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement and the included Proxy Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco The SPAC shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersthe SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe SPAC’s Organisational Organizational Documents; provided, however, that the SPAC shall not amend or supplement the Proxy Statement without prior written consent of the Company, not to be unreasonably withheld, conditioned, or delayed.
(d) Purchaser, the Company, Merger Sub and PubcoThe SPAC, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the SPAC shall consider any such comments timely made in good faith under the circumstances.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco the SPAC shall distribute the Registration Proxy Statement to Purchaser’s shareholders andthe SPAC Shareholders, Purchaser and pursuant thereto, shall call the SPAC Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable and applicable Delaware Law for a date no later than thirty (30) days following the effectiveness commencement of mailing of the Registration StatementProxy Statement to the SPAC Shareholders or if later, the date on which the Company Meeting is contemplated to occur pursuant to Section 2.3.
(f) Purchaser and Pubco The SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaserthe SPAC’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following All Expenses of, related to and incurred in connection with the preparation, filing, processing, and approval of the Registration Statement “clearing” comments from the including, but not limited to, all auditing, accounting, legal, exchange listing fees, SEC and becoming effectiveother filing fees, proxy fees, redemption fees, printing fees and mailing expenses shall constitute Expenses of the Company and shall solicit a consent in writing or be promptly paid by electronic transmission from the Company Shareholders approving as and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)when due.
Appears in 1 contract
Samples: Business Combination Agreement (Focus Impact Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form S-4 or F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders shareholders of Purchaser Securities prior to the Merger Effective TimeCompany and Purchaser, which Registration Statement will also contain a proxy statement of Purchaser (as amended, and supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting (as defined below) and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, without limitation, the Second Merger and, to the extent required, the issuance of the Company Merger Consideration), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the approval and authorization of the PIPE InvestmentSecond Merger Plan of Merger, (C) the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”), which will be substantially in the form set out in Exhibit G attached hereto and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to seven percent (7%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 7.14 hereof, (E) to the extent required by the Federal Securities Laws, the Cayman Companies Act, the adoption of the Amended Pubco Charter, and (F) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CF), collectively, the “Purchaser Shareholder Approval Matters”), and (DG) the adjournment of the Special Shareholder Meeting, if necessary or desirable in and as mutually agreed by the reasonable determination of Company and Purchaser.
(b) PurchaserPubco, acting through its board of directors (or a committee thereof), Purchaser and the Company each shall use their reasonable best efforts to (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in cause the Proxy StatementStatement and Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) shall use reasonable endeavours respond as promptly as reasonably practicable to solicit and resolve all comments received from its shareholders proxies the SEC concerning the Proxy Statement or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable, (iv) to keep the Registration Statement effective as long as is necessary to consummate the Mergers, and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(cv) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Purchaser or Pubco without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Each of Purchaser and the Company shall promptly furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement, provided, however, that neither Purchaser nor the Company shall use any such information for any purposes other than those contemplated by this Agreement. All documents that Purchaser, Pubco and the Company is responsible for filing with the SEC in connection with the Transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Each of the Company, Purchaser and Pubco also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the Transactions.
(c) The Company, each Acquisition Entity and Purchaser shall furnish all information concerning such Party as Purchaser and the Company may reasonably request in connection with such actions and the preparation of the Proxy/Registration Statement. Each of Purchaser and the Company represents to the other Party that the information supplied by it for inclusion in the Registration Statement and the Proxy Statement does not and shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Purchaser, Pubco, Merger Sub and (iii) the Company shalltime of the Special Shareholder Meeting of Purchaser, and shall cause each of its Subsidiaries to(iv) the Effective Time. If, make their respective directorsat any time prior to the Effective Time, officers and employeesany event or circumstance relating to Purchaser (with respect to Purchaser), upon reasonable advance notice, available or relating to the Company, Pubco, First Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings Sub or Second Merger Sub (with respect to the transactions contemplated Company), or their respective officers or directors, should be discovered by this Agreement, including Purchaser or the Company (as applicable) which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, and responding in a timely manner to comments from Purchaser or the SECCompany (as applicable) shall promptly inform the other. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and, subject to Section 7.11(b), Purchaser and Pubco shall file with the SEC and disseminate to Purchaser’s shareholders the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(d) Purchaser, Pubco and the Company each will advise the other, promptly after they receive notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and the Redemption promptly after the receipt of such comments.
(e) Any filing of, or amendment or supplement to, the Registration Statement will be mutually prepared and agreed upon by Purchaser, Pubco and the Company. Pubco and the Company will advise Purchaser, and Purchaser will advise Pubco and the Company, Merger Sub and Pubcoas applicable, with the assistance promptly after receiving notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Pubco Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, and shall provide each other Parties, shall promptly respond with a reasonable opportunity to provide comments and amendments to any such filing. Purchaser and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC comments on or its staff with respect to the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effectiveany amendments filed in response thereto.
(ef) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with Purchaser’s Organizational Documents and the Cayman Companies Act as soon promptly as practicable thereafter and for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
Statement for the purpose of voting on the Purchaser Shareholder Approval Matters and obtaining the Required Shareholder Approval (fas defined below) (including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), providing Purchaser Shareholders with the opportunity to elect to effect a Redemption and such other matters as may be mutually agreed by Purchaser and Pubco shall comply the Company. Purchaser will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of this Agreement and the Purchaser Shareholder Approval Matters, including the Required Shareholder Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable LawsLaw, any applicable Nasdaq rules (as applicable) and regulations of NYSE, the Purchaser’s Organisational Documents Organizational Documents. Purchaser, acting through its board of directors (or a committee thereof), shall (i) make the Purchaser Recommendation and this Agreement include such Purchaser Recommendation in the preparation, filing Proxy Statement and distribution (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the Registration Statementapproval of the Purchaser Shareholder Approval Matters, any solicitation and (iii) take all other action necessary or advisable to secure the approval of the Purchaser Shareholder Approval Matters. If on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies thereunderand votes representing a sufficient number of shares to obtain the Required Shareholder Approval, the calling and holding whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting for up to 30 days in the aggregate upon the good faith determination by the board of directors of Purchaser that such postponement or adjournment is necessary to solicit additional proxies and votes to obtain approval of the Purchaser Shareholder Approval Matters or otherwise take actions consistent with Purchaser’s obligations pursuant to Section 7.9, or for such additional periods of time that may be mutually agreed upon between Purchaser and the RedemptionCompany. Purchaser shall use its best efforts to obtain the approval of the Purchaser Shareholder Approval Matters, including by soliciting from its shareholders proxies as promptly as possible in favor of the Purchaser Shareholder Approval Matters, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Golden Star Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company Purchaser and Pubco Holdco shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares required shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Timewarrants, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, law, and the rules and regulations of the SEC and NYSE, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Civ) such other matters as the Target Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, law, and the rules and regulations of the SEC and NYSE. Purchaser shall cooperate and provide the Target Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Target Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Target Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub Purchaser and Pubco Holdco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Holdco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and Holdco and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco Holdco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser and Holdco shall not amend or supplement the Registration Statement without prior consultation with the Company as is reasonable under the circumstances.
(dc) Purchaser, the Company, Merger Sub Purchaser and PubcoHoldco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Target Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Target Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Target Company Shareholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco Holdco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational and Holdco’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption. Purchaser shall apply for, and shall take commercially reasonable actions to cause, the Holdco Ordinary Shares to be issued in connection with the Merger to be approved for listing on NYSE as of the Closing.
(f) The Company shall use best efforts to procure the delivery to the Parties of an unqualified audit opinion by a PCOAB qualified auditor reasonably acceptable to Purchaser on the Annual Company Financials (the “Audited Company Financials”) by no later than October 1, 2023 and in any event shall procure the delivery to the Parties of such unqualified audit of the Annual Company Financials by no later than October 1, 2023. Should Company be unable to deliver such unqualified audit opinion of the Annual Company Financials by October 1, 2023, Purchaser may, at its option, either terminate this Agreement or extend the date to receive such audit opinion. Holdco or X. Xxxxxxxxx shall pay the fees and other expenses of the auditor to deliver the Audited Company Financials.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the The Company shall solicit a consent in writing or timely deliver updated financial statements as required pursuant to SEC regulations as requested by electronic transmission from Purchaser, including audited financial statements for the Company Shareholders approving and adopting this Agreementyear ended December 31, the Merger and2023, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)if required.
Appears in 1 contract
Samples: Business Combination Agreement (Zalatoris Acquisition Corp.)
The Registration Statement. (a) As promptly as reasonably practicable after the date hereof, Purchaser, the Company and Pubco shall jointly prepare, and Pubco Purchaser shall file with the SEC, SEC a registration statement (prepared with the reasonable assistance of the Company and the Seller) on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants replacement Purchaser Securities to be issued under this Agreement to the holders of Purchaser Securities prior to thereof in the Merger Effective TimeConversion, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares (and upon the Conversion, the Purchaser Class A Common Stock) redeemed (the “Redemption”) in conjunction with the shareholder vote on the Purchaser Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Contribution and the Conversion (and, to the extent required, the issuance of any shares in connection with any PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under Law, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the effecting of the Conversion, (iii) the change of name of the Purchaser and the adoption and approval of the PIPE InvestmentConversion Organizational Documents, (Civ) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Purchaser and the Seller (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Class A Common Stock equal to twelve and one-half percent (12.5%) of the aggregate number of shares of Purchaser Class A Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (v) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 6.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Contribution and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Purchaser Shareholder Approval Matters”), and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser shall make at least one postponement or adjournment of the Purchaser Special Meeting, and may make one or more additional successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Law, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company and the Seller shall provide Purchaser with such information concerning the Seller, the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of the Purchaser, Pubco, Merger Sub the Seller and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubcothe Seller, Merger Subthe Purchaser and, after the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco The Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s Purchaser shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(dc) The Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders shareholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable Law for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Andina Acquisition Corp. III)
The Registration Statement. (a) As promptly as practicable after the date hereofdelivery of financials required pursuant to Section 8.4, Purchaser, the Purchaser and Pubco shall prepare with the reasonable assistance of the Company and Pubco shall jointly preparethe Sellers, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities Public Shareholders prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of the Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s the Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s the Purchaser shareholders to vote, at an extraordinary general meeting of the Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of the Exchange Shares and the PIPE Shares), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) to the approval extent required by the Federal Securities Laws, the Cayman Act, the adoption of the PIPE InvestmentAmended Pubco Charter, (C) to the extent required, the adoption and approval of a new equity incentive plan of Pubco, which will be in form and substance reasonably acceptable to the Company and the Purchaser and which will provide that the total awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, (D) the appointment of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (E) such other matters as the Company Company, Pubco and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CE), collectively, the “Shareholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser.
(b) . The Purchaser, acting through its ’s board of directors (shall not withdraw, amend, qualify or a committee thereof), (i) shall make modify the Purchaser Recommendation and include such Purchaser Recommendation (a “Modification in Recommendation”). To the Proxy Statementfullest extent permitted by applicable Law, (iix) the Purchaser’s obligations to establish a record date for, duly call, give notice of, convene and hold the Special Shareholder Meeting shall use reasonable endeavours not be affected by any Modification in Recommendation, (y) the Purchaser agrees to solicit from its shareholders proxies or votes in favour of establish a record date for, duly call, give notice of, convene and hold the Special Shareholders Meeting and submit for approval of the Shareholder Approval Matters and (iiiz) the Purchaser agrees that if the Required Shareholder Approval shall not (and no committee or subgroup thereof shall) changehave been obtained at any such Special Shareholders Meeting, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, then the Purchaser Recommendationshall promptly continue to take all such necessary actions, including the actions required by this Section 8.11, and hold additional Special Shareholders Meetings in order to obtain the Required Shareholder Approval. If, If on the date for which the Special Shareholder Meeting is scheduled, the Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval MattersApproval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, ; provided that the Special Shareholder Meeting, without the prior written consent of the Company, Shareholders Meeting (x) may not be adjourned to a date that is more than ten (10) Business Days 15 days after the date for which the Special Shareholder Shareholders’ Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four three (43) Business Days prior to the Outside Date. .
(b) In connection with the Registration Statement, the Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, the Purchaser’s Organisational Organizational Documents, the Cayman Companies BVI Act and the rules and regulations of the SEC and NYSENasdaq. the Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, the Company, Merger Sub The Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of the Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, the Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub The Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(d) Purchaser, the Company, Merger Sub The Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Purchaser and Pubco shall distribute the Registration Statement to the Purchaser’s shareholders and, the Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies BVI Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) The Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, the Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (East Stone Acquisition Corp)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) Organizational Documents and IPO Prospectus, the Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Purchaser Certificate of Incorporation, including the change of name of the Purchaser, (Ciii) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit F hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the rules and regulations of the SEC and NYSENasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Any filing fees (or similar fees) with respect to any regulatory or governmental approval shall be borne by SPAC.
(cb) Purchaser, the Company, Merger Sub and Pubco Purchaser shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoPurchaser and, Merger Subafter the Closing, the Purchaser Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents; provided, however, that the Purchaser shall not amend or supplement the Registration Statement without prior consultation with the Company.
(dc) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity to review and comment on any proposed written or material oral responses to such comments, including, to the extent permitted by the SEC, participation by the Company or its counsel in any discussions or meetings with the SEC, and the Purchaser shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC . Purchaser shall apply for, and becoming effectiveshall take commercially reasonable actions to cause, the Company shall solicit a consent Purchaser Common Stock to be issued in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, connection with the Merger and, to be approved for listing on Nasdaq as of the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Closing.
Appears in 1 contract
The Registration Statement. (ai) As promptly as practicable after the date hereof, PurchaserSPAC, PubCo and the Company and Pubco shall jointly prepare, and Pubco PubCo and SPAC shall jointly file with the SEC, (i) in preliminary form, a registration proxy statement on Form F-4 in connection with the transactions contemplated by this Agreement (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amendedsupplemented, the “Proxy Statement”) to be filed as part of the Registration Statement and to be sent to the shareholders of SPAC in advance of the an extraordinary general meeting of SPAC shareholders, as adjourned (the “SPAC Special Meeting”), for the purpose of, among other things, (A) providing the public shareholders of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders SPAC an opportunity to redeem their SPAC Shares in accordance with PurchaserSPAC’s Organisational Organizational Documents and the IPO Prospectus Prospectus, and (B) soliciting proxies from SPAC shareholders to have their Purchaser Ordinary Shares redeemed (vote at the “Redemption”) in conjunction with the shareholder vote SPAC Special Meeting, as adjourned or postponed, on the SPAC Shareholder Approval Matters. Matters (as defined below), and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus.
(ii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s SPAC shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSEtransactions contemplated hereby or referred to herein, (Bii) the approval of the PIPE InvestmentFirst Plan of Merger; (iii) the adoption of the memorandum and articles of association of PubCo by PubCo in substantially the form set forth in Exhibit C (the “Amended PubCo Charter”), (Civ) such the approval of an equity incentive plan of PubCo in form and substance reasonably satisfactory to SPAC and the Company (the “2024 Equity Incentive Plan of PubCo”), (v) the issuance of the Earnout Shares, (vi) any other matters proposals that the parties hereto agree are necessary or desirable to consummate the transactions contemplated by this Agreement (including, without limitation, the adoption and approval of the memorandum and articles of association of the Merger Sub 1, as in effect immediately prior to the First SPAC Merger Effective Time, as the Company memorandum and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect articles of the Transactions (association of the approvals described in foregoing clauses (A) to (C), collectively, Initial SPAC Surviving Sub at the “Shareholder Approval Matters”First SPAC Merger Effective Time), and (Dvii) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
SPAC (b) Purchasercollectively, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the “SPAC Shareholder Approval Matters and (iii) 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 Purchaser RecommendationMatters”). If, If on the date for which the SPAC Special Shareholder Meeting is scheduled, Purchaser SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval Matters(as defined below), whether or not a quorum is present, Purchaser SPAC may make one or more successive postponements or adjournments of the SPAC Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, .
(xiii) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser SPAC and Pubco PubCo will file jointly file, with the Company’s reasonable cooperation, with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organisational Documents, Organizational Documents and applicable Laws of the Cayman Companies Act Islands, applicable Laws of the Cayman Islands and the rules and regulations of the SEC and NYSENasdaq. SPAC (and its counsel), PubCo (and its counsel) and the Company (and its counsel) shall provide each other party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide PubCo and SPAC with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. If required by applicable SEC rules or regulations, such financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. SPAC shall provide such information concerning SPAC and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by SPAC shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. Each Acquisition Entity shall provide such information concerning the relevant Acquisition Entity and its equity holders, officers, directors, employees, assets, liabilities, condition (financial or otherwise), business and operations, as applicable, that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the relevant Acquisition Entity shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading. SPAC and PubCo will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby.
(civ) PurchaserEach of SPAC, PubCo and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting Statement and the RedemptionProxy Statement. Each of PurchaserSPAC, Pubco, Merger Sub PubCo and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, as applicable, upon reasonable advance notice, available at a reasonable time and location to the Company, PubcoPubCo, Merger Sub, Purchaser SPAC and their respective Representatives representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub SPAC and Pubco PubCo shall jointly amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and SPAC shall cause the Proxy Statement to be disseminated to PurchaserSPAC’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe SPAC’s Organisational Organizational Documents.
(dv) PurchaserSPAC, PubCo and the Company, Merger Sub and Pubco, with the assistance of the other Parties, Company shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their respective commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its representatives receive from the SEC or its staff with respect to the Registration Statement and the Proxy Statement promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(evi) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effectivebeing declared effective by the SEC, Purchaser and Pubco SPAC shall distribute the Registration Proxy Statement to PurchaserSPAC’s shareholders shareholders, and, Purchaser pursuant thereto, shall call the SPAC Special Shareholder Meeting in accordance with applicable Laws of the Cayman Companies Act Islands as soon promptly as practicable following the effectiveness of the Registration Statementpracticable.
(f) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Purchaser’s Organisational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, Purchaser and Pubco shall prepare with the assistance of the Company and Pubco shall jointly prepare, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Securities to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s Purchaser shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. .
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s Purchaser shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour favor of resolutions resolutions/proposals approving (A) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any shares in connection with any Transaction Financing, and the approval of the Sponsor Share Purchase Agreement), by Purchaser’s shareholders the holders of Purchaser Ordinary Shares in accordance with Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (B) the adoption and approval of the PIPE InvestmentPubco Equity Incentive Plan, (C) the appointment, and designation of classes, of the members of the Post-Closing Pubco Board, in each case in accordance with Section 8.14 hereof, (D) such other matters as the Company Company, Pubco and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (A) to through (CD), collectively, the “Shareholder Approval Matters”), and (DF) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(bc) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Required Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Law and applicable proxy solicitation and registration statement rules set forth in Purchaser’s Organisational Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and NYSENasdaq. Purchaser and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cd) Purchaser, the Company, Merger Sub Purchaser and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub Purchaser and Pubco shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersshareholders and the holders of Purchaser Warrants, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Organizational Documents.
(de) Purchaser, the Company, Merger Sub Purchaser and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Purchaser and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ef) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser pursuant thereto, shall call the Special Shareholder Meeting in accordance with the Cayman Islands Companies Act as soon as practicable for a date no later than forty (40) days following the effectiveness of the Registration Statement.
(fg) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Hainan Manaslu Acquisition Corp.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco SPAC shall jointly prepare, with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary AB PubCo Common Shares and the Pubco Public Warrants (x) to be issued under this Agreement to as the holders of Purchaser Shareholder Amalgamation Consideration and (y) the replacement AB PubCo Securities prior to issued in the Merger Effective TimeSPAC Continuance, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders the SPAC Shareholders for the matters to be acted upon at the SPAC Special Shareholder Meeting and providing Purchaser’s shareholders the SPAC Public Shareholders an opportunity in accordance with Purchaserthe SPAC’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary SPAC Shares redeemed (such rights to have their SPAC Shares redeemed, “Redemption Rights,” and such redemption thereof, the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders the SPAC Shareholders to vote, at an extraordinary general meeting of Purchaser shareholders the SPAC Shareholders to be called and held for such purpose (the “SPAC Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the SPAC Continuance and the Amalgamation (and, to the extent required, the issuance of any shares in connection with the Debenture Financing), by Purchaser’s shareholders the SPAC Shareholders in accordance with Purchaserthe SPAC’s Organisational DocumentsOrganizational Documents and IPO Prospectus, the Cayman Companies Act (which shall include a special resolution as required under Securities Act, the Cayman Companies Act DGCL and the Purchaser’s Organisational Documents) ABCA, as applicable, and the rules and regulations of the SEC and NYSEthe Stock Exchange, (Bii) the effecting of the SPAC Continuance, including the adoption of AB PubCo Organizational Documents, (iii) the adoption of the A&R AB PubCo Organizational Documents, (iv) the change of name of AB PubCo in connection with the Amalgamation, (v) the adoption and approval of a new equity incentive plan, in a form reasonably acceptable to the PIPE InvestmentCompany and the SPAC, and which will provide for awards for a number of AB PubCo Common Shares equal to ten percent (10%) of the aggregate number of AB PubCo Common Shares issued and outstanding immediately after the Closing (calculated after giving effect to the Redemption and assuming full exercise of the Converted Options), (Cvi) the release of fifty percent (50%) of the Founder Shares (as defined in the A&R Sponsor Agreement) from the lock-up restrictions applicable thereto, (vii) such other matters as the Company and Purchaser the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Arrangement, the Amalgamation and the other transactions contemplated by this Agreement (including any proposal to alter the authorized share capital of AB PubCo to match the authorized share capital of Amalco Sub) (the approvals described in foregoing clauses (Ai) to through (Cvii), collectively, the “SPAC Shareholder Approval Matters”), and (Dviii) the adjournment of the SPAC Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser RecommendationSPAC. If, If on the date for which the SPAC Special Shareholder Meeting is scheduled, Purchaser the SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser the SPAC may make one or more successive postponements or adjournments of the SPAC Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco the SPAC will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organisational Organizational Documents, the Cayman Companies Act Securities Act, the DGCL and the ABCA, as applicable, and the rules and regulations of the SEC and NYSEthe Stock Exchange. The SPAC and the Company and their respective counsel shall cooperate and provide one another with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and any comments timely made in good faith shall be considered. The Company and the SPAC shall each provide the other with such information concerning the Company, the SPAC and their respective shareholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company or the SPAC, as applicable, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco The SPAC shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub the SPAC and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser the SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding shall respond in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco The SPAC shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersthe SPAC Shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaserthe SPAC’s Organisational Organizational Documents; provided, however, that the SPAC shall not amend or supplement the Proxy Statement without prior written consent of the Company, not to be unreasonably withheld, conditioned, or delayed.
(dc) Purchaser, the Company, Merger Sub and PubcoThe SPAC, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. The SPAC shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that the SPAC or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company and its counsel a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the SPAC shall consider any such comments timely made in good faith under the circumstances.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco the SPAC shall distribute the proxy statement/prospectus contained in the Registration Statement to Purchaser’s shareholders andthe SPAC Shareholders and the Company Shareholders, Purchaser and pursuant thereto, shall call the SPAC Special Shareholder Meeting in accordance with the Cayman Companies Securities Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco The SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSEthe Stock Exchange, Purchaserthe SPAC’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Special Shareholder Meeting and the Redemption.
(gf) As soon as practicable following All Expenses of, related to and incurred in connection with the preparation, filing, processing, and approval of the Registration Statement “clearing” comments from the including, but not limited to, all auditing, accounting, legal, exchange listing fees, SEC and becoming effectiveother filing fees, proxy fees, redemption fees, printing fees and mailing expenses shall constitute Expenses of the Company and shall solicit a consent in writing or be promptly paid by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)as incurred.
Appears in 1 contract
Samples: Business Combination Agreement (Insight Acquisition Corp. /DE)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Malacca shall jointly prepare, with the reasonable assistance of Parent, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Company ADSs (and the Company Ordinary Shares represented thereby) and the Pubco Public Company Warrants to be issued under this Agreement to the holders of Purchaser Malacca Securities prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of Purchaser Malacca (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Malacca Shareholders for the matters to be acted upon at the Special Malacca Shareholder Meeting and providing Purchaser’s shareholders the Public Shareholders an opportunity in accordance with Purchaser’s Organisational Documents the Malacca Memorandum and Articles and the IPO Prospectus to have their Purchaser Malacca Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Malacca Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Malacca Shareholders to vote, at an extraordinary a general meeting of Purchaser shareholders Malacca Shareholders to be called and held for such purpose (the “Special Malacca Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions (including to the extent required, the issuance of Malacca Securities in any PIPE Investment), by Purchaser’s shareholders the holders of Malacca Ordinary Shares in accordance with Purchaser’s Organisational Documentsthe Malacca Memorandum and Articles, the Cayman Islands Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq (the “Business Combination Proposal”), (Bii) the adoption and approval of the PIPE InvestmentMerger, (Ciii) the adoption and approval of a new Equity Incentive Plan for the Company in form and substance reasonably agreed upon by the Company and Malacca (the “Equity Plan”), which will provide that the total awards under such Equity Plan will be a number of Company Ordinary Shares equal to ten percent (10%) of the aggregate number of Company Ordinary Shares issued and outstanding immediately after the Closing, (iv) the appointment, and designation of classes, of the members of the Post-Closing Company Board of Directors and Post-Closing Company Board of Commissioners, in each case in accordance with Section 6.15 hereof (the “Director Appointment Proposal”), (v) such other matters as the Company and Purchaser Malacca shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (Ai) to through (Cv), collectively, the “Malacca Shareholder Approval Matters”), and (Dvi) the adjournment of the Special Malacca Shareholder Meeting, if necessary or desirable in the reasonable determination of PurchaserMalacca.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Special Malacca Shareholder Meeting is scheduled, Purchaser Malacca has not received proxies and votes representing a sufficient number of shares to obtain the Malacca Required Shareholder Approval MattersApproval, whether or not a quorum is present, Purchaser Malacca may make one or more successive postponements or adjournments of the Special Malacca Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement and the Proxy Statement, Purchaser the Company and Pubco Malacca will file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law, Purchaser’s Organisational DocumentsLaw and applicable proxy solicitation and registration statement rules set forth in the Malacca Memorandum and Articles, the Cayman Islands Companies Act and the rules and regulations of the SEC and NYSENasdaq. Malacca and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Malacca with such information concerning the Target Companies and their equity holders, officers, directors, commissioners, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(c) Purchaser, Malacca and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Malacca Shareholder Meeting and the Redemption. Each of PurchaserMalacca, Pubco, Merger Sub and the Company and Parent shall, and shall cause each of its Subsidiaries to, make their respective directors, commissioners, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser Company and Malacca and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, Malacca and the Company, Merger Sub and Pubco Company shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to PurchaserMalacca’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documentsthe Malacca Memorandum and Articles.
(d) Purchaser, Malacca and the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Malacca and the Company shall provide Parent with copies of any written comments, and shall inform Parent of any material oral comments, that Malacca, the Company or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the Malacca Shareholder Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser Malacca and Pubco the Company shall distribute the Registration Statement to PurchaserMalacca’s shareholders and, Purchaser pursuant thereto, shall call the Special Malacca Shareholder Meeting in accordance with the Malacca Memorandum and Articles and the Cayman Islands Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(f) Purchaser Malacca and Pubco the Company shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Documents the Malacca Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Special Malacca Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
Appears in 1 contract
Samples: Business Combination Agreement (Malacca Straits Acquisition Co LTD)
The Registration Statement. (aA) As promptly The Registration Statement, as practicable after amended to cover the date hereofoffering, Purchaserissuance and sale by WORK of such number of shares of WORK Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to WORK (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") sufficient when added to the funds, if any, available from other sources (the Company and Pubco shall jointly prepare"Other Financing Sources"), if any, and Pubco shall file with as set forth in the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Registration Statement contained therein, the “Registration Statement”) in connection with the registration when it becomes effective under the Securities Act to enable WORK to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Pubco Ordinary Shares Merger Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the merger or other acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the mergers or other acquisition transactions contemplated thereby, and (3) the total amount of Indebtedness of the Founding Companies and WORK which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by WORK from the IPO and the Pubco Public Warrants to be issued under this Agreement to the holders of Purchaser Securities prior to the Merger Effective TimeOther Financing Sources, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders for the matters to be acted upon at the Special Shareholder Meeting and providing Purchaser’s shareholders an opportunity in accordance with Purchaser’s Organisational Documents and the IPO Prospectus to shall have their Purchaser Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders to vote, at an extraordinary general meeting of Purchaser shareholders to be called and held for such purpose (the “Special Shareholder Meeting”), in favour of resolutions approving (A) the adoption and approval of this Agreement and the Transactions by Purchaser’s shareholders in accordance with Purchaser’s Organisational Documents, the Cayman Companies Act (which shall include a special resolution as required been declared effective under the Cayman Companies Securities Act and by the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSE, SEC; (B) the approval of the PIPE Investment, (C) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in no stop order to effect the Transactions (the approvals described in foregoing clauses (A) to (C), collectively, the “Shareholder Approval Matters”), and (D) the adjournment of the Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, on the date for which the Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSE.
(c) Purchaser, the Company, Merger Sub and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco shall amend or supplement the Registration Statement and Pubco shall file the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Purchaser’s Organisational Documents.
(d) Purchaser, the Company, Merger Sub and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable endeavours to cause the Registration Statement to “clear” comments from the SEC and become effective.
(e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco shall distribute the Registration Statement to Purchaser’s shareholders and, Purchaser shall call the Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable following suspending the effectiveness of the Registration Statement.
Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; (fC) Purchaser and Pubco the Underwriter shall comply with all applicable Lawshave agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, any applicable rules and regulations of NYSEif any) to purchase from WORK on a firm commitment basis for resale to the public initially at the IPO Price, Purchaser’s Organisational Documents and this Agreement subject to the conditions set forth in the preparationUnderwriting Agreement, filing and distribution such number of the Registration Statement, any solicitation shares of proxies thereunder, the calling and holding of the Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following WORK Common Stock covered by the Registration Statement “clearing” comments from as, when multiplied by the SEC and becoming effective, price per share of WORK Common Stock to be paid by the Company shall solicit a consent in writing or by electronic transmission from Underwriter to WORK pursuant to the Company Shareholders approving and adopting this Underwriting Agreement, shall equal at least the Merger and, Minimum Cash Amount; and (D) neither the Registration Statement nor the Final Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the extent required by Law, statements contained therein not materially misleading in the Transactions (light of the “Company Shareholder Approvals”)circumstances under which those statements are made.
Appears in 1 contract
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, Kernel shall prepare with the Company and Pubco shall jointly preparereasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Kernel Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of soliciting proxies or votes from Purchaser’s shareholders Kernel stockholders for the matters to be acted upon at the Kernel Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with PurchaserKxxxxx’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares shares of Old Kernel Class A Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Kernel Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Kernel stockholders to vote, at an extraordinary general a special meeting of Purchaser shareholders Kernel stockholders to be called and held for such purpose (the “Kernel Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with any PIPE/Convertible Note Investment), by Purchaser’s shareholders the holders of shares of Old Kernel Class A Stock and Old Kernel Class B Stock in accordance with PurchaserKernel’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under the Cayman Companies Act and the Purchaser’s Organisational Documents) and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentAmended Kernel Charter, (Ciii) the appointment of the members of the post-Closing Kernel Board in accordance with Section 6.17 hereof, (iv) such other matters as the Company and Purchaser Kernel shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Civ), collectively, the “Shareholder Kernel Stockholder Approval Matters”), and (Dv) the adjournment of the Kernel Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser RecommendationKernel. If, If on the date for which the Kernel Special Shareholder Meeting is scheduled, Purchaser Kernel has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Kernel Stockholder Approval, whether or not a quorum is present, Purchaser Kernel may make one or more successive postponements or adjournments of the Kernel Special Shareholder Meeting, provided, that the Special Shareholder Meeting, without the prior written consent of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after the date for which the Special Shareholder Meeting was originally scheduled or the most recently adjourned Special Shareholder Meeting (excluding any adjournments required by applicable Law) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco Kernel will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, PurchaserLaw and applicable proxy solicitation and registration statement rules set forth in Kernel’s Organisational Organizational Documents, the Cayman Companies Act and the rules and regulations of the SEC and NYSENasdaq. Kernel shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Kernel with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(cb) Purchaser, the Company, Merger Sub and Pubco Kernel shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Kernel Special Shareholder Meeting and the Redemption. Each of Purchaser, Pubco, Merger Sub Kernel and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, PubcoKernel and, Merger Subafter the Closing, Purchaser Kernel Representative, and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Kernel shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersKernel stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and PurchaserKernel’s Organisational Organizational Documents.
(dc) Purchaser, the Company, Merger Sub and PubcoKxxxxx, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Kernel shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Kernel or its Representatives receive from the SEC or its staff with respect to the Registration Statement, Kernel Special Meeting and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(ed) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco Kernel shall distribute the Registration Statement to PurchaserKernel’s shareholders stockholders and the Company Stockholders, and, Purchaser pursuant thereto, shall call the Kernel Special Shareholder Meeting in accordance with the Cayman Companies Act as soon as practicable for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(fe) Purchaser and Pubco Kernel shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, PurchaserKernel’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Kernel Special Shareholder Meeting and the Redemption.
(g) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, the Company shall solicit a consent in writing or by electronic transmission from the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”).
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Samples: Business Combination Agreement (Kernel Group Holdings, Inc.)
The Registration Statement. (a) As promptly as practicable after the date hereof, Purchaser, the Company and Pubco Purchaser shall jointly prepareprepare with the reasonable assistance of the Company, and Pubco shall file with the SEC, SEC a registration statement on Form F-4 S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Ordinary Shares and the Pubco Public Warrants Purchaser Common Stock to be issued under this Agreement to the holders of Purchaser Securities prior to as the Merger Effective TimeConsideration, which Registration Statement will also contain a proxy statement of Purchaser (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies or votes from Purchaser’s shareholders Purchaser stockholders for the matters to be acted upon at the Purchaser Special Shareholder Meeting and providing Purchaser’s shareholders the Public Stockholders an opportunity in accordance with the Purchaser’s Organisational Organizational Documents and the IPO Prospectus to have their Purchaser Ordinary Shares Common Stock redeemed (the “Redemption”) in conjunction with the shareholder stockholder vote on the Shareholder Purchaser Stockholder Approval Matters. Matters and (y) soliciting proxies from holders of Company Stock for the matters to be acted upon at the Company Special Meeting.
(i) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser’s shareholders Purchaser stockholders to vote, at an extraordinary general meeting of Purchaser shareholders stockholders to be called and held for such purpose (the “Purchaser Special Shareholder Meeting”), in favour favor of resolutions approving (Ai) the adoption and approval of this Agreement and the Transactions transactions contemplated hereby or referred to herein, including the Merger and the Conversion, by Purchaser’s shareholders the holders of Purchaser Common Stock in accordance with the Purchaser’s Organisational Organizational Documents, the Cayman Companies Act (which shall include a special resolution as required under BCA, the Cayman Companies Act and the Purchaser’s Organisational Documents) DCGL and the rules and regulations of the SEC and NYSENasdaq, (Bii) the adoption and approval of the PIPE InvestmentCertificate of Incorporation of the Purchaser (the “Amended Purchaser Charter”) and Bylaws of the Purchaser, each in substantially the form set forth in Exhibit B, (Ciii) the adoption and approval of a new equity incentive plan in a form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive Plan”), and which Incentive Plan will provide for awards for a number of shares of Purchaser Common Stock equal to five percent (5.0%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), and for purposes of clarification, such five percent (5.0%) share reserve shall not include the number of shares of Purchaser Common Stock that are subject to the Assumed Options, (iv) the adoption and approval of an employee stock purchase plan in a form and substance reasonably acceptable to the Purchaser and the Company (the “ESPP”), (v) the appointment, and designation of classes, of the members of the Post-Closing Purchaser Board, and appointment of the members of any committees thereof, in each case in accordance with Section 5.17 hereof, (vi) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (Ai) to through (Cvi), collectively, the “Shareholder Purchaser Stockholder Approval Matters”), and (Dvii) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(b) Purchaser, acting through its board of directors (or a committee thereof), (i) shall make the Purchaser Recommendation and include such Purchaser Recommendation in the Proxy Statement, (ii) shall use reasonable endeavours to solicit from its shareholders proxies or votes in favour of the approval of the Shareholder Approval Matters and (iii) 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 Purchaser Recommendation. If, If on the date for which the Purchaser Special Shareholder Meeting is scheduled, Purchaser has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval MattersRequired Purchaser Stockholder Approval, whether or not a quorum is present, Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Shareholder Meeting.
(ii) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from holders of Company Stock to vote, at a special meeting of holders of Company Stock to be called and held for such purpose (the “Company Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein, including the Merger and the Company Preferred Stock Exchange, by the holders of Company Stock in accordance with the Company’s Organizational Documents and the DCGL, and (ii) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (ii), collectively, the “Company Stockholder Approval Matters”), and (iii) the adjournment of the Company Special Meeting, provided, that if necessary or desirable in the Special Shareholder Meeting, without the prior written consent reasonable determination of the Company, (x) may not be adjourned to a date that is more than ten (10) Business Days after . If on the date for which the Company Special Shareholder Meeting was originally scheduled is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Required Company Stockholder Approval, whether or not a quorum is present, the most recently adjourned Company may, and shall do so if requested by Purchaser, make one or more successive postponements or adjournments of the Company Special Shareholder Meeting Meeting. If a Company Board Recommendation Change is made, Purchaser shall take all actions necessary to amend the Registration Statement to disclose such Company Board Recommendation Change.
(excluding any adjournments required by applicable Lawb) and (y) is held no later than four (4) Business Days prior to the Outside Date. In connection with the Registration Statement, Purchaser and Pubco will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law, Purchaser’s Organisational Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser Organizational Documents, the Cayman Companies Act Company Organizational Documents, the BCA, the DGCL and the rules and regulations of the SEC and NYSE.Nasdaq. Purchaser and the Company shall provide the respective counsel of the other party with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide Purchaser with such information concerning the Target Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto
(c) Purchaser, Each of Purchaser and the Company, Merger Sub and Pubco Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Shareholder Meeting Meeting, the Redemption and the RedemptionCompany Special Meeting. Each of Purchaser, Pubco, Merger Sub Purchaser and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, Merger Sub, Company and Purchaser and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information has is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Purchaser, the Company, Merger Sub and Pubco Purchaser shall amend or supplement the Registration Statement and Pubco shall file cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser’s shareholdersPurchaser stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organisational Organizational Documents.
(d) PurchaserTo the extent that any opinions relating to the Tax treatment of the Merger are required in connection with the Registration Statement, the Company shall use commercially reasonable efforts to cause Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“WSGR”), to deliver its opinion to the Company, and Purchaser shall use commercially reasonable efforts to cause EGS to deliver its opinion to Purchaser.
(e) In connection with the opinions relating to the Tax treatment of the Merger Sub required to be delivered in connection with the Registration Statement, upon the request of EGS and/or WSGR, officers of each of the Company and PubcoPurchaser shall use commercially reasonable efforts to deliver to EGS and WSGR, as applicable, certificates, dated as of the necessary date for the Registration Statement, signed by such officer of the Company or Purchaser, as applicable, containing customary representations in connection with such opinions.
(f) Purchaser and the Company, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable endeavours efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting, the Redemption and the Company Special Meeting promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(eg) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser and Pubco the Company shall distribute the Registration Statement to Purchaser’s shareholders stockholders and the Company Stockholders, and, pursuant thereto, the Purchaser shall call the Purchaser Special Shareholder Meeting in accordance with the Cayman Companies Act BCA for a date as soon promptly as practicable practicable, but in no event later than thirty (30) days, following the effectiveness of the Registration Statement and the Company shall call the Company Special Meeting in accordance with the DGCL for a date as promptly as practicable, but in no event later than thirty (30) days, following the effectiveness of the Registration Statement.
(fh) Purchaser and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSENasdaq, Purchaser’s Organisational Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special Shareholder Meeting and the Redemption.
(gi) As soon as practicable following The Company shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, the Company’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement “clearing” comments from the SEC and becoming effectiveStatement, any solicitation of proxies thereunder, the Company shall solicit a consent in writing or by electronic transmission from calling and holding of the Company Shareholders approving and adopting this Agreement, the Merger and, to the extent required by Law, the Transactions (the “Company Shareholder Approvals”)Special Meeting.
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