Common use of Preparation of SEC Documents Clause in Contracts

Preparation of SEC Documents. (a) As promptly as practicable after the execution of this Agreement, (i) Holdco, the Company and SPAC shall prepare and Holdco shall file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the SPAC Stockholders relating to the SPAC Stockholders’ Meeting for the purpose of soliciting proxies from SPAC stockholders for the matters to be acted upon at the SPAC Stockholders’ Meeting and providing the public stockholders an opportunity in accordance with SPAC Organizational Documents to have their shares of SPAC Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the SPAC Proposals and (ii) Holdco, the Company and SPAC shall prepare and Holdco shall file (and the Company and SPAC shall cause Holdco to file) with the SEC a registration statement on Form S-4 or such other applicable form as the Company and SPAC may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included, in connection with the registration under the Securities Act of the Holdco Common Shares and Holdco Warrants to be issued in the Arrangement and the Merger. Each party shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, including providing any necessary opinions of counsel, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Each of Holdco, the Company and SPAC shall furnish all information as may be reasonably requested by the others in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus; provided, however, that neither party shall use any such information for any purposes other than those contemplated by this Agreement unless such party obtains the prior written consent of the other. SPAC also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Company and the Company Subsidiaries as may be reasonably requested in connection with any such action; provided that, without the prior written consent of the Company, SPAC shall not use any such information for any purposes other than to obtain necessary state securities law or “Blue Sky” permits and approvals. (b) As promptly as practicable after the Registration Statement shall have become effective, SPAC shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the SPAC Stockholders as of the record date for the SPAC Stockholders’ Meeting. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in each case including documents incorporated by reference therein) by SPAC, the Company or Holdco without providing the other with a reasonable opportunity to review and comment thereon and each party shall give reasonable and good faith consideration to any comments made by any other party and their counsel. Each of SPAC, the Company and Holdco will be given a reasonable opportunity to participate in the response to any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with SPAC, the Company or Holdco or their counsel in any discussions or meetings with the SEC. SPAC shall comply with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, SPAC Organizational Documents, and this Agreement in the preparation, filing and distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, the calling and holding of the SPAC Stockholders’ Meeting and the Redemption.

Preparation of SEC Documents. (a) As promptly as practicable after the execution of this Agreement, (i) Holdco, the Company and SPAC shall prepare and Holdco shall file In connection with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the SPAC Stockholders relating to the SPAC Stockholders’ Meeting for the purpose Company’s filing of soliciting proxies from SPAC stockholders for the matters to be acted upon at the SPAC Stockholders’ Meeting and providing the public stockholders an opportunity in accordance with SPAC Organizational Documents to have their shares of SPAC Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the SPAC Proposals and (ii) Holdco, the Company and SPAC shall prepare and Holdco shall file (and the Company and SPAC shall cause Holdco to file) with the SEC a registration statement on Form S-4 10 to register the shares of Company Stock to be distributed in the Distribution (together with any amendments, supplements, prospectuses or such other applicable form as the Company and SPAC may agree (as amended or supplemented from time to timeinformation statements in connection therewith, the “Spin-Off Registration Statement”), in which ) or any other filings made by the Proxy Statement/Prospectus will be included, Company with the SEC in connection with this Agreement or the registration under the Securities Act of the Holdco Common Shares and Holdco Warrants to be issued in the Arrangement and the Merger. Each party shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus to comply Hawkeye Merger Agreement (collectively, together with the applicable rules and regulations promulgated any filings made by the SEC, including providing any necessary opinions of counsel, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Each of Holdco, the Company and SPAC shall furnish all information as may be reasonably requested by the others Matrix in connection with any such action and this Agreement or the preparation, filing and distribution of Hawkeye Merger Agreement to the Registration Statement and extent containing disclosure regarding the Proxy Statement/Prospectus; provided, however, that neither party shall use any such information for any purposes other than those transactions contemplated by this Agreement unless such party obtains or Parent and any of its Affiliates, the prior written consent of the other. SPAC also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the TransactionsSEC Filings”), and the Company Parent shall furnish all information concerning it as may reasonably be requested by Matrix or the Company and the Company Subsidiaries as may be reasonably requested in connection with any such action; provided that, without actions and the prior written consent preparation of the Company, SPAC shall not use Spin-Off Registration Statement and any such information for any purposes other than to obtain necessary state securities law or “Blue Sky” permits and approvalsSEC Filings. (b) As All of the SEC Filings and the filings by Parent with the SEC in connection with the transactions contemplated hereby and any mailings to the shareholders of Matrix or the Company in connection with the Separation, the Distribution or the Hawkeye Merger (in the case of the Hawkeye Merger, to the extent containing disclosure regarding the transactions contemplated by this Agreement or Parent and any of its Affiliates) shall be subject to the prior review and comment by the other Party, which comments Matrix, the Company or Parent, as applicable, shall consider in good faith, acting reasonably. (c) Matrix and the Company, shall (A) as promptly as practicable after notify Parent of (1) the Registration Statement shall have become effective, SPAC shall use its reasonable best efforts to cause receipt of any comments from the Proxy Statement/Prospectus to be mailed SEC and all other written correspondence and oral communications with the SEC relating to the SPAC Stockholders as of the record date for the SPAC Stockholders’ Meeting. No filing of, or amendment or supplement to, the Spin-Off Registration Statement or the Proxy Statement/Prospectus will be made other SEC Filings and (in each case including documents incorporated 2) any request by reference therein) by SPAC, the Company SEC for any amendment or Holdco without providing supplements to the Spin-Off Registration Statement or the other SEC Filings or for additional information with a reasonable opportunity to review respect thereto and comment thereon (B) supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and each party shall give reasonable and good faith consideration to any comments made by any other party and their counsel. Each of SPAC, the Company and Holdco will be given a reasonable opportunity to participate in the response to any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with SPAC, the Company or Holdco or their counsel in any discussions or meetings with the SEC. SPAC shall comply with all applicable rules and regulations promulgated by the SEC, any applicable rules on the other hand, with respect to the Spin-Off Registration Statement, the other SEC Filings or the Merger. (d) Each of Parent, Matrix and regulations the Company shall ensure that none of Nasdaq, SPAC Organizational Documents, and this Agreement the information supplied by or on its behalf for inclusion or incorporation by reference in the preparationSpin-Off Registration Statement or any other SEC Filings will, filing and distribution at the time of filing, 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 Proxy Statement/Prospectuscircumstances under which they are made, not misleading. (e) If at any solicitation time prior to the Effective Time any information relating to the Company, Parent or Merger Sub or any of proxies thereundertheir respective Affiliates, directors or officers is discovered by the Company, Parent or Merger Sub, which is required to be set forth in an amendment or supplement to the Spin-Off Registration Statement or the proxy statement with respect to the Hawkeye Merger, so that such document 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 calling party which discovers such information shall promptly notify the other Parties and holding 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 shareholders of the SPAC Stockholders’ Meeting and Company, in each case, by the RedemptionCompany (with the reasonable assistance of Parent).