Common use of Preparation of Proxy Statement; Shareholders Meeting Clause in Contracts

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, the parties hereto shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable proxy statement/prospectus relating to the matters to be submitted to the El Sitio shareholders at the El Sitio Shareholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus"), and Holdco shall prepare and file with the SEC a registration statement on Form F-4 (or another appropriate Form if Form F-4 is not available) with respect to the issuance of Holdco Common Shares in connection with the Transactions (such Form F-4, and any amendments or supplements thereto, the "Form F-4"). The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form F-4 as Holdco's prospectus. Each of the parties hereto shall use its reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form F-4 declared effective by the SEC, and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of the parties hereto shall, as promptly as practicable after receipt thereof, provide the other parties hereto copies of any written comments and advise the other parties hereto of any oral comments, with respect to the Proxy Statement/Prospectus or Form F-4 received from the SEC. The parties hereto shall cooperate and provide the others with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form F-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form F-4 shall be made without the approval of each party hereto, which approval shall not be unreasonably withheld or delayed; provided, however, that, with respect to documents filed by a party hereto that are incorporated by reference in the Proxy Statement/Prospectus of Form F-4, this right of approval by a party hereto shall apply only with respect to information relating to the Transactions hereby, such party hereto or its subsidiaries or their business, financial condition, results of operations or prospects. Holdco shall also take any action (other than as would have a Material Adverse Effect on Holdco) required to be taken under any applicable state securities laws in connection with the Transactions and each party hereto shall furnish all information concerning it and the holders of its share capital as may be reasonably requested in connection with any such action. Each party hereto will advise the other parties hereto, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop or similar order, the suspension of the qualification of the Holdco Common Shares issuable in connection with the Transactions for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form F-4. If at any time prior to the Effective Time any information should be discovered by any party hereto or any event shall occur or any condition shall exist that should be set forth in an amendment or supplement to any of the Proxy Statement/Prospectus or Form F-4 so that any of 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 that discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by El Sitio or Holdco, as appropriate, with the SEC and disseminated to the shareholders of El Sitio. (b) El Sitio shall duly take all lawful action to call, give notice of, convene and hold a special shareholders meeting as promptly as practicable following the date upon which the Form F-4 becomes effective (the "El Sitio Shareholders Meeting") for the purpose of obtaining shareholder approval with respect to the Transactions (the "El Sitio Shareholder Approval") and shall take all lawful action to solicit the adoption of this Agreement by the El Sitio Shareholders; and the Board of Directors of El Sitio shall recommend adoption of this Agreement by the shareholders of El Sitio to the effect as set forth in Section 4.3(u) (the "El Sitio Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to IAMP or Newhaven such recommendation or (ii) take any action or make any statement in connection with the El Sitio Shareholders Meeting inconsistent with such recommendation (collectively, a "Change in the El Sitio Recommendation"); provided, however, any statement under clause (ii) will not be deemed a Change in the El Sitio Recommendation provided (A) such statement is taken or made after consultation with U.S., British Virgin Islands and, if advisable, other counsel of El Sitio, to the effect that such statement is required for the El Sitio directors to comply with their fiduciary duties under applicable law, (B) if a publicly disclosed Acquisition Proposal has been made and not rescinded, such statement shall not relate to such public proposal other than any factual statement required by any regulatory authority (including the SEC) and shall in any event include a rejection of such public proposal and (C) such statement also includes a reaffirmation of the El Sitio Board Approval of the El Sitio Merger and the other Transactions and recommendation to the El Sitio shareholders to adopt this Agreement; provided, further, that the board of directors of El Sitio may make a Change in the El Sitio Recommendation pursuant to Section 6.2 hereof. Notwithstanding any Change in the El Sitio Recommendation, this Agreement shall be submitted to the shareholders of El Sitio at the El Sitio Shareholders Meeting for the purpose of adopting this Agreement and receiving any required El Sitio Shareholder Approval for the Transactions and nothing contained herein shall be deemed to relieve El Sitio of such obligation.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, the parties hereto FCC shall cooperate in preparing prepare and shall cause to be filed with the SEC a Securities and Exchange Commission ("SEC") proxy materials mutually acceptable to FCC and UTG which shall constitute the proxy statement/prospectus statement relating to the matters to be submitted to the El Sitio shareholders Shareholders at the El Sitio Shareholders Shareholders' Meeting (such proxy statement/prospectusas defined in (b) below) (the "Proxy Statement"). FCC and UTG shall also prepare, and file with the SEC, a statement on Schedule 13E-3 (together with any supplements or amendments or supplements thereto, the "Proxy Statement/Prospectus"), and Holdco shall prepare and file with the SEC a registration statement on Form F-4 (or another appropriate Form if Form F-4 is not available) with respect to the issuance of Holdco Common Shares in connection with the Transactions (such Form F-4, and any amendments or supplements thereto, the "Form F-4Schedule 13E-3"). The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form F-4 as Holdco's prospectus. Each of the parties hereto FCC and UTG shall use its reasonable best efforts to have the Proxy Statement/Prospectus Statement and, if applicable, the Schedule 13E-3, cleared by the SEC and the Form F-4 declared effective by the SEC, and to keep the Form F-4 effective as long as is necessary to consummate the TransactionsMerger and the transactions contemplated hereby. Each of the parties hereto UTG and FCC shall, as promptly as practicable after receipt thereof, provide the other parties hereto Party copies of any written comments and advise the other parties hereto Party of any oral comments, with respect to the Proxy Statement/Prospectus Statement or Form F-4 the Schedule 13E-3 received from the SEC. The parties hereto Parties shall cooperate and provide the others other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and Statement or the Form F-4 Schedule 13E-3 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus Statement or the Form F-4 Schedule 13E-3 shall be made without the approval of each party heretoboth Parties, which approval shall not be unreasonably withheld or delayed; provided, however, that, provided that with respect to documents filed by a party hereto that Party which are incorporated by reference in the Schedule 13E-3 or the Proxy Statement/Prospectus of Form F-4, this right of approval by a party hereto shall apply only with respect to information relating to the Transactions hereby, such party hereto other Party or its subsidiaries or their business, financial condition, condition or results of operations or prospectsoperations. Holdco shall also take any action (other than as would have a Material Adverse Effect on Holdco) required FCC will use reasonable best efforts to cause the Proxy Statement and the Schedule 13E-3 to be taken under any applicable state securities laws in connection with mailed to the Transactions and each party hereto shall furnish all information concerning it and Shareholders, as promptly as practicable after the holders of its share capital as may be reasonably requested in connection with any such actionsame is cleared by the SEC. Each party hereto Party will advise the other parties heretoother, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop or similar order, the suspension of the qualification of the Holdco Common Shares issuable in connection with the Transactions for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus Statement or the Form F-4Schedule 13E-3. If at any time prior to the Effective Time any information relating to UTG or FCC, or any of their respective affiliates, officers or directors, should be discovered by any party hereto UTG or any event shall occur or any condition shall exist that FCC, which information should be set forth in an amendment or supplement to any of either the Schedule 13E-3 or the Proxy Statement/Prospectus or Form F-4 Statement so that any of such documents 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, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other parties hereto Party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by El Sitio or Holdco, as appropriate, with the SEC and disseminated to the shareholders of El SitioShareholders. (b) El Sitio FCC shall duly take all lawful action to call, give notice of, convene and hold a special shareholders meeting as promptly as practicable following of the Shareholders on a date upon which determined in accordance with the Form F-4 becomes effective mutual agreement of FCC and UTG (the "El Sitio Shareholders Shareholders' Meeting") for the purpose of obtaining shareholder the approval with respect to of this Agreement and the Transactions transactions contemplated hereby (including the Merger) by the Shareholders (the "El Sitio FCC Shareholder Approval") and shall take all lawful action its use reasonable best efforts to solicit the adoption vote of this Agreement by the El Sitio Shareholders; and . Subject to their fiduciary duties, the Board of Directors of El Sitio FCC shall recommend adoption of this Agreement by the shareholders of El Sitio to the effect as set forth in Section 4.3(u) (the "El Sitio Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to IAMP or Newhaven such recommendation or (ii) take any action or make any statement in connection with the El Sitio Shareholders Meeting inconsistent with such recommendation (collectively, a "Change in the El Sitio Recommendation"); provided, however, any statement under clause (ii) will not be deemed a Change in the El Sitio Recommendation provided (A) such statement is taken or made after consultation with U.S., British Virgin Islands and, if advisable, other counsel of El Sitio, to the effect that such statement is required for the El Sitio directors to comply with their fiduciary duties under applicable law, (B) if a publicly disclosed Acquisition Proposal has been made and not rescinded, such statement shall not relate to such public proposal other than any factual statement required by any regulatory authority (including the SEC) and shall in any event include a rejection of such public proposal and (C) such statement also includes a reaffirmation of the El Sitio Board Approval of the El Sitio Merger and the other Transactions and recommendation to the El Sitio shareholders to adopt this Agreement; provided, further, that the board of directors of El Sitio may make a Change in the El Sitio Recommendation pursuant to Section 6.2 hereof. Notwithstanding any Change in the El Sitio Recommendation, this Agreement shall be submitted to the shareholders of El Sitio at the El Sitio Shareholders Meeting for the purpose of adopting this Agreement and receiving any required El Sitio Shareholder Approval for the Transactions and nothing contained herein shall be deemed to relieve El Sitio of such obligationShareholders.

Preparation of Proxy Statement; Shareholders Meeting. 60 (a) As promptly as reasonably practicable following the date hereof, the parties hereto shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable proxy statement/prospectus relating to the matters to be submitted to the El Sitio shareholders at the El Sitio Shareholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus"), and Holdco shall prepare and file with the SEC a registration statement on Form F-4 (or another appropriate Form if Form F-4 is not available) with respect to the issuance of Holdco Common Shares in connection with the Transactions (such Form F-4, and any amendments or supplements thereto, the "Form F-4"). The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form F-4 as Holdco's prospectus. Each of the parties hereto shall use its reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form F-4 declared effective by the SEC, and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of the parties hereto shall, as promptly as practicable after receipt thereof, provide the other parties hereto copies of any written comments and advise the other parties hereto of any oral comments, with respect to the Proxy Statement/Prospectus or Form F-4 received from the SEC. The parties hereto shall cooperate and provide the others with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form F-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form F-4 shall be made without the approval of each party hereto, which approval shall not be unreasonably withheld or delayed; provided, however, that, with respect to documents filed by a party hereto that are incorporated by reference in the Proxy Statement/Prospectus of Form F-4, this right of approval by a party hereto shall apply only with respect to information relating to the Transactions hereby, such party hereto or its subsidiaries or their business, financial condition, results of operations or prospects. Holdco shall also take any action (other than as would have a Material Adverse Effect on Holdco) required to be taken under any applicable state securities laws in connection with the Transactions and each party hereto shall furnish all information concerning it and the holders of its share capital as may be reasonably requested in connection with any such action. Each party hereto will advise the other parties hereto, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop or similar order, the suspension of the qualification of the Holdco Common Shares issuable in connection with the Transactions for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form F-4. If at any time prior to the Effective Time any information should be discovered by any party hereto or any event shall occur or any condition shall exist that should be set forth in an amendment or supplement to any of the Proxy Statement/Prospectus or Form F-4 so that any of 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 that discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by El Sitio or Holdco, as appropriate, with the SEC and disseminated to the shareholders of El Sitio. (b) El Sitio shall duly take all lawful action to call, give notice of, convene and hold a special shareholders meeting as promptly as practicable following the date upon which the Form F-4 becomes effective (the "El Sitio Shareholders Meeting") for the purpose of obtaining shareholder approval with respect to the Transactions (the "El Sitio Shareholder Approval") and shall take all lawful action to solicit the adoption of this Agreement by the El Sitio Shareholders; and the Board of Directors of El Sitio shall recommend adoption of this Agreement by the shareholders of El Sitio to the effect as set forth in Section 4.3(u) (the "El Sitio Recommendation"), and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to IAMP or Newhaven such recommendation or (ii) take any action or make any statement in connection with the El Sitio Shareholders Meeting inconsistent with such recommendation (collectively, a "Change in the El Sitio Recommendation"); provided, however, any statement under clause (ii) will not be deemed a Change in the El Sitio Recommendation provided (A) such statement is taken or made after consultation with U.S., British Virgin Islands and, if advisable, other counsel of El Sitio, to the effect that such statement is required for the El Sitio directors to comply with their fiduciary duties under applicable law, (B) if a publicly disclosed Acquisition Proposal has been made and not rescinded, such statement shall not relate to such public proposal other than any factual statement required by any regulatory authority (including the SEC) and shall in any event include a rejection of such public proposal and (C) such statement also includes a reaffirmation of the El Sitio Board Approval of the El Sitio Merger and the other Transactions and recommendation to the El Sitio shareholders to adopt this Agreement; provided, further, that the board of directors of El Sitio may make a Change in the El Sitio Recommendation pursuant to Section 6.2 hereof. Notwithstanding any Change in the El Sitio Recommendation, this Agreement shall be submitted to the shareholders of El Sitio at the El Sitio Shareholders Meeting for the purpose of adopting this Agreement and receiving any required El Sitio Shareholder Approval for the Transactions and nothing contained herein shall be deemed to relieve El Sitio of such obligation.