Common use of The SPAC Circular Clause in Contracts

The SPAC Circular. ‌ (a) The SPAC will, as promptly as reasonably practicable, prepare and complete, in consultation with each Company, the SPAC Circular together with any other documents required by Law in connection with the SPAC Meetings, the Transaction and the Other Transactions, and the SPAC will, subject to obtaining the NEO Exchange approval and receipts for its final Prospectus from the SPAC Securities Authorities, cause the SPAC Circular and such other documents to be filed with the Securities Authorities and sent to each SPAC Shareholder, SPAC Warrantholder and other Persons as required by applicable Law. (b) Buyer and the SPAC will ensure that the SPAC Circular complies in all material respects with applicable Law, does not contain any misrepresentation (except that Buyer and the SPAC will not be responsible for any information relating to the Companies, or their business and affairs that is contained in the SPAC Circular, to the extent provided by each Company or Seller and provides the SPAC Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the SPAC Meetings. Without limiting the generality of the foregoing, the SPAC Circular will include a statement that the SPAC Board has unanimously determined that the SPAC Resolution is in the best interests of the SPAC and fair to the SPAC Shareholders and recommends that the SPAC Shareholders vote in favor of the SPAC Resolution (the “SPAC Board Recommendation”) and will include a statement that the Sponsor and each director and senior officer of the SPAC will vote all their SPAC Shares in favor of the SPAC Resolution, and against any resolution submitted by any SPAC Shareholder that is inconsistent therewith, and will not be redeeming any of their SPAC Shares. (c) The SPAC will give each Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the SPAC Circular and other related documents, and will give reasonable consideration to any comments made by each Company and its auditors and their counsel, and agrees that all information relating to each Company included in the SPAC Circular will be in a form and content satisfactory to each Company, acting reasonably. (d) Each Company will provide to the SPAC in writing all necessary information concerning the Companies that is required by applicable Law to be included by the SPAC in the SPAC Circular or other related documents, use reasonable commercial efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the SPAC Circular and to the identification in the SPAC Circular of each such advisor, and will ensure that such information does not contain any misrepresentation concerning the Companies. (e) Each Party will promptly notify the other Party if it becomes aware that the SPAC Circular contains a misrepresentation or otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement as required or appropriate, and the SPAC will promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the SPAC Shareholders and, if required by Law, file the same with the Securities Authorities or any other Governmental Authority as required.

The SPAC Circular. ‌ (a) The SPAC will, as promptly as reasonably practicable, and in no event later than 15 calendar days after receiving a receipt for the final Prospectus, prepare and complete, in consultation with each the Company, the SPAC Circular together with any other documents required by Law in connection with the SPAC Meetings, the Transaction and the Other Transactions, and the SPAC will, subject to obtaining the NEO Exchange approval and receipts for its final Prospectus from the SPAC Securities Authorities, cause the SPAC Circular and such other documents to be filed with the SPAC Securities Authorities and sent to each SPAC Shareholder, SPAC Warrantholder and other Persons as required by applicable Law. (b) Buyer and the SPAC will ensure that the SPAC Circular complies in all material respects with applicable LawLimited Governmental Requirements, does not contain any misrepresentation Misrepresentation (except that Buyer and the SPAC will not be responsible for any information relating to the CompaniesCompany, or their its business and affairs that is contained in the SPAC Circular, to the extent provided by each Company or Seller ) and provides the SPAC Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the SPAC Meetings. Without limiting the generality of the foregoing, the SPAC Circular will include a statement that the SPAC Board has unanimously determined that the SPAC Resolution is in the best interests of the SPAC and fair to the SPAC Shareholders and recommends that the SPAC Shareholders vote in favor of the SPAC Resolution (the “SPAC Board Recommendation”) and will include a statement that the Sponsor and each director and senior officer of the SPAC will vote all their SPAC Shares in favor of the SPAC Resolution, and against any resolution submitted by any SPAC Shareholder that is inconsistent therewith, and will not be redeeming any of their SPAC Shares. (c) The SPAC will give each the Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the SPAC Circular and other related documents, and will give reasonable consideration to any comments made by each the Company and its auditors and their counsel, and agrees that all information relating to each the Company included in the SPAC Circular will be in a form and content reasonably satisfactory to each the Company. The SPAC Circular will not include any information in respect of the Company, acting reasonablyits vendors, or Sellers, without their prior written consent; provided however, that if the SPAC believes information about the Company, its vendors or Sellers is required to be included in the SPAC Circular pursuant to applicable Law or applicable stock exchange rules, including the NEO Exchange, the Company, its vendors or Sellers will not unreasonably withhold their consent to the inclusion of the applicable information in the SPAC Circular. (d) Each The Company will provide to the SPAC in writing all necessary information concerning the Companies Company that is required by applicable Law to be included by the SPAC in the SPAC Circular or other related documentsdocuments (as advised by the SPAC), use reasonable commercial efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the SPAC Circular and to the identification in the SPAC Circular of each such advisor, and will ensure that such information does not contain any misrepresentation Misrepresentation concerning the CompaniesCompany. (e) Each Party will promptly notify the other Party if it becomes aware that the SPAC Circular contains a misrepresentation Misrepresentation or otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement as required or appropriate, and the SPAC will promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the SPAC Shareholders and, if required by Law, file the same with the SPAC Securities Authorities or any other Governmental Authority as required.

The SPAC Circular. ‌ (a) The SPAC will, as promptly as reasonably practicable, prepare and complete, in consultation with each the Company, the SPAC Circular together with any other documents required by Law in connection with the SPAC Meetings, the Transaction and the Other Transactions, and the SPAC will, subject to obtaining the NEO Exchange approval and receipts for its final Prospectus from the SPAC Securities Authorities, cause the SPAC Circular and such other documents to be filed with the SPAC Securities Authorities and sent to each SPAC Shareholder, SPAC Warrantholder Warrantholder, if applicable, and other Persons as required by applicable Law. (b) Buyer and the SPAC will ensure that the SPAC Circular complies in all material respects with applicable Law, does not contain any misrepresentation (except that Buyer and the SPAC will not be responsible for any information relating to the Acquired Companies, or their business and affairs that is contained in the SPAC Circular, to the extent provided by each Company or Seller ) and provides the SPAC Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the SPAC Meetings. Without limiting the generality of the foregoing, the SPAC Circular will include a statement that the SPAC Board has unanimously determined that the SPAC Resolution is in the best interests of the SPAC and fair to the SPAC Shareholders and recommends that the SPAC Shareholders vote in favor of the SPAC Resolution (the “SPAC Board Recommendation”) and will include a statement that the Sponsor and each director and senior officer of the SPAC will vote all their SPAC Shares in favor of the SPAC Resolution, and against any resolution submitted by any SPAC Shareholder that is inconsistent therewith, and will not be redeeming any of their SPAC Shares. Except if the Company suffers a Material Adverse Effect, the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason. Buyer and the SPAC agree that their obligations to establish a record date for, duly call, and give notice of the SPAC Shareholder Meeting for the purpose of seeking the SPAC Shareholder Approval shall not be affected by any intervening event or circumstance. (c) The SPAC will give each the Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the SPAC Circular and other related documents, and will give reasonable consideration to any comments made by each the Company and its auditors and their counsel, and agrees that all information relating to each the Company included in the SPAC Circular will be in a form and content satisfactory to each the Company, acting reasonably. (d) Each The Company will provide to the SPAC in writing all necessary information concerning the Acquired Companies that is required by applicable Law to be included by the SPAC in the SPAC Circular or other related documents, use reasonable commercial efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the SPAC Circular and to the identification in the SPAC Circular of each such advisor, and will ensure that such information does not contain any misrepresentation concerning the Acquired Companies. (e) Each Party will promptly notify the other Party if it becomes aware that the SPAC Circular contains a misrepresentation or otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement as required or appropriate, and the SPAC will promptly mail, file or otherwise publicly disseminate any such amendment or supplement as required or appropriate to the SPAC Shareholders and, if required by Law, file the same with the SPAC Securities Authorities or any other Governmental Authority as required.

The SPAC Circular. ‌ (a) The SPAC will, as promptly as reasonably practicable, prepare and complete, in consultation with each the Company, the SPAC Circular together with any other documents required by Law in connection with the SPAC Meetings, the Transaction and the Other Transactions, and the SPAC will, subject to obtaining the NEO Exchange approval and receipts for its final Prospectus from the SPAC Securities Authorities, cause the SPAC Circular and such other documents to be filed with the Securities Authorities and sent to each SPAC Shareholder, SPAC Warrantholder and other Persons as required by applicable Law. (b) Buyer and the SPAC will ensure that the SPAC Circular complies in all material respects with applicable Law, does not contain any misrepresentation (except that Buyer and the SPAC will not be responsible for any information relating to the Acquired Companies, or their business and affairs that is contained in the SPAC Circular, to the extent provided by each the Company or Seller Sellers and provides the SPAC Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the SPAC Meetings. Without limiting the generality of the foregoing, the SPAC Circular will include a statement that the SPAC Board has unanimously determined that the SPAC Resolution is in the best interests of the SPAC and fair to the SPAC Shareholders and recommends that the SPAC Shareholders vote in favor of the SPAC Resolution (the “SPAC Board Recommendation”) and will include a statement that the Sponsor and each director and senior officer of the SPAC will vote all their SPAC Shares in favor of the SPAC Resolution, and against any resolution submitted by any SPAC Shareholder that is inconsistent therewith, and will not be redeeming any of their SPAC Shares. (c) The SPAC will give each the Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the SPAC Circular and other related documents, and will give reasonable consideration to any comments made by each the Company and its auditors and their counsel, and agrees that all information relating to each the Company included in the SPAC Circular will be in a form and content satisfactory to each the Company, acting reasonably. (d) Each The Company will provide to the SPAC in writing all necessary information concerning the Acquired Companies that is required by applicable Law to be included by the SPAC in the SPAC Circular or other related documents, use reasonable commercial efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the SPAC Circular and to the identification in the SPAC Circular of each such advisor, and will ensure that such information does not contain any misrepresentation concerning the Acquired Companies. (e) Each Party will promptly notify the other Party if it becomes aware that the SPAC Circular contains a misrepresentation or otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement as required or appropriate, and the SPAC will promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the SPAC Shareholders and, if required by Law, file the same with the Securities Authorities or any other Governmental Authority as required.

The SPAC Circular. ‌ (a) The SPAC will, as promptly as reasonably practicable, prepare and complete, in consultation with each the Company, the SPAC Circular together with any other documents required by Law in connection with the SPAC Meetings, the Transaction and the Other Transactions, and the SPAC will, subject to obtaining the NEO Exchange approval and receipts for its final Prospectus from the SPAC Securities Authorities, cause the SPAC Circular and such other documents to be filed with the SPAC Securities Authorities and sent to each SPAC Shareholder, SPAC Warrantholder Warrantholder, if applicable, and other Persons as required by applicable Law. (b) Buyer and the SPAC will ensure that the SPAC Circular complies in all material respects with applicable Law, does not contain any misrepresentation (except that Buyer and the SPAC will not be responsible for any information relating to the Acquired Companies, or their business and affairs that is contained in the SPAC Circular, to the extent provided by each Company or Seller ) and provides the SPAC Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the SPAC Meetings. Without limiting the generality of the foregoing, the SPAC Circular will include a statement that the SPAC Board has unanimously determined that the SPAC Resolution is in the best interests of the SPAC and fair to the SPAC Shareholders and recommends that the SPAC Shareholders vote in favor of the SPAC Resolution (the “SPAC Board Recommendation”) and will include a statement that the Sponsor and each director and senior officer of the SPAC will vote all their SPAC Shares in favor of the SPAC Resolution, and against any resolution submitted by any SPAC Shareholder that is inconsistent therewith, and will not be redeeming any of their SPAC Shares. Except if the Company suffers a Material Adverse Effect, the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason. Bxxxx and the SPAC agree that their obligations to establish a record date for, duly call, and give notice of the SPAC Shareholder Meeting for the purpose of seeking the SPAC Shareholder Approval shall not be affected by any intervening event or circumstance. (c) The SPAC will give each the Company and its auditors and legal counsel a reasonable opportunity to review and comment on drafts of the SPAC Circular and other related documents, and will give reasonable consideration to any comments made by each the Company and its auditors and their counsel, and agrees that all information relating to each the Company included in the SPAC Circular will be in a form and content satisfactory to each the Company, acting reasonably. (d) Each The Company will provide to the SPAC in writing all necessary information concerning the Acquired Companies that is required by applicable Law to be included by the SPAC in the SPAC Circular or other related documents, use reasonable commercial efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the SPAC Circular and to the identification in the SPAC Circular of each such advisor, and will ensure that such information does not contain any misrepresentation concerning the Acquired Companies. (e) Each Party will promptly notify the other Party if it becomes aware that the SPAC Circular contains a misrepresentation or otherwise requires an amendment or supplement. The Parties will cooperate in the preparation of any such amendment or supplement as required or appropriate, and the SPAC will promptly mail, file or otherwise publicly disseminate any such amendment or supplement as required or appropriate to the SPAC Shareholders and, if required by Law, file the same with the SPAC Securities Authorities or any other Governmental Authority as required.