Common use of Form F-4 Clause in Contracts

Form F-4. (a) As promptly as practicable after the date hereof, LLIT shall prepare and file with the SEC the Merger Registration Statement for the LLIT Exchange Shares to be issued in connection with the Merger, and the Shareholder Meeting Notice on the Form F-4 (as amended or supplemented from time to time) calling a special meeting of LLIT’s shareholders (including any adjournments or postponements thereof) (the “Shareholder Meeting”) seeking the approval of LLIT’s shareholders for the matters in connection with the Restructure and Offering, in accordance with and as required by LLIT’s Organizational Documents, applicable Law and any applicable rules and regulations of the SEC and NASDAQ. In the Form F-4, LLIT shall seek (i) adoption and approval of the Disposition Agreement and the transactions contemplated thereby in accordance with LLIT’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and NASDAQ, (ii) if required to be approved by LLIT’s shareholders, adoption and approval of an Amended and Restated Memorandum and Articles of Association of LLIT in the form attached as Exhibit C, together with such other changes which are reasonably acceptable to LLIT and Newegg (the “Amended Charter”) (which will be adopted by LLIT prior to or at the time of the Closing to, among other things, effect the Stock Split, increase the authorized amount of LLIT Shares, change the name of LLIT and provide certain director appointment rights for certain holders of Newegg Shares), (iii) to appoint the members of the board of directors of LLIT, and appoint the members of any committees thereof, in each case in accordance with Section 5.16 hereof, and (iv) to obtain any and all other approvals necessary or advisable to effect the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including approval of the Merger and this Agreement. In connection with the Form F-4, LLIT will also furnish with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable rules set forth in LLIT’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and NASDAQ. In consultation with Newegg, LLIT shall set a preliminary record date for the Shareholder Meeting and commence a broker search in connection therewith. (b) Except with respect to the Newegg Information for inclusion or incorporation by reference in the Form F-4, LLIT shall ensure that, when furnished, the Form F-4 will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. LLIT shall cause the Shareholder Meeting Notice to be disseminated as promptly as practicable to LLIT’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and NASDAQ promulgated thereunder or otherwise (the “Federal Securities Laws”). Newegg shall promptly provide to LLIT such information concerning the Newegg Subsidiaries and their respective businesses, operations, condition (financial or otherwise), assets, Liabilities, properties, officers, directors and employees as is either required by Federal Securities Laws or reasonably requested by LLIT for inclusion in the Shareholder Meeting Notice. Subject to compliance by Newegg with the immediately preceding sentence with respect to the information provided or to be provided by or on behalf of them for inclusion in the Shareholder Meeting Notice, LLIT shall cause the Shareholder Meeting Notice to comply in all material respects with the Federal Securities Laws. LLIT shall provide copies of the proposed forms of the Shareholder Meeting Notice (including any amendments or supplements thereto) to Newegg such that Newegg and its Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or submission, and LLIT shall reasonably consider in good faith any comments of such Persons. LLIT and Newegg and their respective Representatives shall respond promptly to any comments of the SEC or its staff with respect to the Shareholder Meeting Notice and promptly correct any information provided by it for use in the Shareholder Meeting Notice if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. LLIT shall amend or supplement the Shareholder Meeting Notice and cause the Shareholder Meeting Notice, as so amended or supplemented, to be furnished to the SEC and to be disseminated to the holders of LLIT Shares, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and LLIT Organizational Documents. LLIT shall provide Newegg and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that LLIT or any of its Representatives receive from the SEC or its staff with respect to the Shareholder Meeting Notice promptly after the receipt of such comments and shall give Newegg a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. LLIT shall use its commercially reasonable efforts to cause the Form F-4 to “clear” comments from the SEC and its staff and to permit Newegg and its Representatives to participate with LLIT or its Representatives in any discussions or meetings with the SEC and its staff. Newegg shall, and shall cause each of the Newegg Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to LLIT and its Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Shareholder Meeting Notice, and responding in a timely manner to comments from the SEC. LLIT shall call the Shareholder Meeting as promptly as reasonably practicable after the Form F-4 has “cleared” comments from the SEC. (c) If at any time prior to the Closing, any information relating to the LLIT Entities, on the one hand, or Newegg and the Newegg Subsidiaries, on the other hand, or any of their respective Affiliates, businesses, operations, condition (financial or otherwise), assets, Liabilities, properties, officers, directors or employees, should be discovered by LLIT, on the one hand, or Newegg , on the other hand, that should be set forth in an amendment or supplement to the Shareholder Meeting Notice, so that such documents 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, the Party which discovers such information shall promptly notify each other Parties and an appropriate amendment or supplement describing such information shall be promptly furnished to the SEC and, to the extent required by law, disseminated to LLIT’s shareholders. (d) The Shareholder Meeting Notice shall contain the recommendation of the LLIT Board and the LLIT Special Committee for the LLIT shareholders to approve all proposals presented at the Shareholders Meeting, and such recommendation shall not be withdrawn, modified or changed except pursuant to Section 7.1(c)(iii).