Common use of THE PROXY Clause in Contracts

THE PROXY. (a) As promptly as practicable after the Effective Date, the Buyer shall file with the SEC a proxy statement relating to the Offer and the Transactions (as amended or supplemented from time to time, the “Proxy Statement”) and provide holders of Buyer Class A Shares with the opportunity to redeem their Buyer Class A Shares initially sold in Buyer’s initial public offering (the “Offering Shares”) in conjunction with a stockholder vote on the Transactions, all in accordance with and as required by the applicable Organizational Documents of the Buyer (including the Prospectus) (the “Buyer Governing Documents”), applicable Law, and any applicable rules and regulations of the SEC and the Stock Exchange. (b) The Buyer shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article IX. The Buyer shall extend the Offer for any period required by any rule, Law, regulation, interpretation or position of the SEC, the Stock Exchange or the respective staff thereof that is applicable to the Offer. Nothing in this Section 7.14(b) shall (i) impose any obligation on the Buyer to extend the Offer beyond the Termination Date (as the same may be extended upon the mutual written consent of the Buyer and the Company), or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer to terminate this Agreement in accordance with Article IX. (c) The Proxy Statement, the Buyer shall (i) seek (A) approval of this Agreement by the holders of shares of Buyer Capital Stock in accordance with applicable Law and the Stock Exchange rules and regulations, including approval of the issuance of shares of Buyer Class A Common Stock pursuant to the First Blocker Merger and the Exchange Agreement, (B) adoption of the Buyer A&R Certificate of Incorporation, (C) approval of the new omnibus equity incentive plan, the form of which is attached as Exhibit K (the “Management Incentive Plan”), that, among other things, provides for a grant of shares of Buyer Class A Common Stock to employees of the Company or the Company Subsidiaries in the form of stock options, restricted stock units, restricted stock or other equity-based awards, (E) to appoint, and designate the classes of, the members of the Buyer Board, in each case as set forth on Annex I hereto, subject to any changes as the Parties may mutually agree from time to time, (F) to the extent necessary, approval of the issuance of Buyer Class A Shares pursuant to any Subscription Agreements by the holders of shares of Buyer Capital Stock in accordance with applicable Law and exchange rules and regulations, and (G) to obtain any and all other approvals necessary or advisable to effect the consummation of the Transactions, and (ii) file with the SEC financial and other information about the Transactions in accordance with applicable proxy solicitation rules set forth in the Buyer’s Bylaws, the Exchange Act or otherwise. Except with respect to the information provided by the Sellers for inclusion in the Proxy Statement, the Buyer shall ensure that, when filed, the Proxy Statement will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Buyer shall cause the Proxy Statement to be disseminated as promptly as practicable to the Buyer’s equityholders after the Proxy Statement is cleared by the SEC for mailing as and to the extent such dissemination is required by United States federal securities laws and the rules and regulations of the SEC and the Stock Exchange promulgated thereunder or otherwise (the “Federal Securities Laws”), and the Buyer shall take all actions necessary in accordance with applicable Law and the Buyer Governing Documents to duly call, give notice of, convene and hold as soon as reasonably practicable (on a date selected by the Buyer and reasonably acceptable to the Sellers a special meeting of the Buyer’s stockholders solely for the purpose of obtaining the Buyer Stockholder Approval and obtaining the approval of the Buyer’s stockholders with respect to the other matters contemplated to be included in the Proxy Statement in accordance with the terms of this Agreement. The Buyer may, without the prior consent of the Sellers, make one or more successive postponements or adjournments of such special meeting (i) if required by applicable Law or a request from the SEC or its staff, (ii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that the Buyer Board, after consultation with its outside legal counsel, has determined in good faith, is required by applicable Law is provided to the Buyer’s shareholders, or (iii) if, on a date for which such special meeting is scheduled, the Buyer has not received proxies representing a sufficient number of shares of Buyer Capital Stock to obtain the Buyer Stockholder Approval, whether or not a quorum is present; provided, that (A) the duration of any such adjournment or postponement shall be limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement, (B) no single such adjournment or postponement shall be for more than five Business Days except as may be required by Federal Securities Laws, and (C) in the case of clause (iii), such special meeting shall not be postponed to later than the date that is ten Business Days after the date for which such special meeting was originally scheduled without the prior written consent of the Sellers. All other postponements or adjournments shall require the prior written consent of the Sellers. The Buyer shall ensure that such special meeting is called, noticed, convened, held and conducted, and that all Persons solicited in connection with such special meeting are solicited, in compliance with all applicable Laws. (d) The Sellers shall promptly provide to the Buyer such information concerning the Sellers, the Company and the Company Subsidiaries as is either required by Federal Securities Laws or reasonably requested by the Buyer for inclusion in the Proxy Statement. Subject to the Seller’s compliance with the immediately preceding sentence with respect to the information provided or to be provided by the Sellers for inclusion in the Proxy Statement, the Buyer shall cause the Proxy Statement to comply in all material respects with the Federal Securities Laws. The Buyer shall provide copies of the proposed forms of the Proxy Statement (including any amendments or supplements thereto) to the Sellers such that the Sellers, the Company, the Company Subsidiaries and their respective 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 filing, and the Buyer shall reasonably consider in good faith any comments of such Persons. The Buyer and the Sellers shall cooperate to respond promptly to any comments of the SEC or its staff with respect to the Offer or the Proxy Statement and promptly correct any information provided by it for use in the Proxy Statement 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. The Buyer shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Buyer Capital Stock, 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 the applicable Buyer Governing Documents. The Buyer shall provide the Sellers, the Company, the Company Subsidiaries and their respective Representatives with copies of any written comments, and shall inform them of any material oral comments, that the Buyer or any of its Representatives receive from the SEC or its staff with respect to the Offer or the Proxy Statement promptly after the receipt of such comments and shall give the Sellers, the Company and the Company Subsidiaries a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Buyer shall reasonably consider in good faith any comments of such Persons. The Buyer shall use commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the SEC and its staff and to permit the Seller, the Company, the Company Subsidiaries and their respective Representatives to participate with the Buyer or its Representatives in any discussions or meetings with the SEC and its staff. The Sellers shall, and shall cause the Company and the Company Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Buyer and its Representatives in connection with the drafting of the public filings with respect to the Transactions (including the Proxy Statement) and responding in a timely manner to comments from the SEC. (e) If at any time prior to the Closing, any information relating to the Buyer, the Company, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by the Buyer or any Seller, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement, 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 party hereto 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 stockholders of the Buyer. (f) Subject to the second sentence of this Section 7.14(f), but notwithstanding anything else to the contrary in this Agreement or any Ancillary Agreement, the Buyer shall not make any public filing with respect to the Transactions (including the Proxy Statement) without the prior written consent of the Sellers. The Buyer may make any public filing with respect to the Transactions to the extent required by applicable Law, provided, that the Sellers shall, in any event, be consulted in order to determine the extent to which any such filing is required by applicable Law and to the extent such filing is jointly determined by the Sellers and the Buyer to be not so required, such filing shall not be made.

THE PROXY. (a) As promptly as practicable after the Effective Datedate hereof, the Buyer Parent shall file with the SEC a proxy statement relating to the Offer and the Transactions Merger (as amended or supplemented from time to time, the “Proxy Statement”) and provide holders all of Buyer Class A Shares its Public Stockholders with the opportunity to redeem up to 19,959,908 of their Buyer Class A Shares initially sold in Buyer’s initial public offering shares of Parent Common Stock (the “Offering Shares”) ), to be redeemed in conjunction with a stockholder vote on the TransactionsMerger, all in accordance with and as required by the applicable Organizational Governing Documents of Parent (including, without limitation, the Buyer (including Prospectus and the ProspectusAmended and Restated Certificate of Incorporation and the Company’s bylaws) (the “Buyer Parent Governing Documents”), applicable Lawlaw, and any applicable rules and regulations of the SEC and the Stock ExchangeNasdaq. (b) The Buyer Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article IX. The Buyer X. Parent shall extend the Offer for any period required by any rule, Law, regulation, interpretation or position of the SEC, the Stock Exchange Nasdaq or the respective staff thereof that is applicable to the Offer. Nothing in this Section 7.14(b7.01(b) shall (i) impose any obligation on the Buyer Parent to extend the Offer beyond the Termination Outside Date (as the same may be extended upon the mutual written consent of the Buyer and the Companyin accordance with Section 13.22(c), ) or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer Parent to terminate this Agreement in accordance with Article IX.X. (c) The Without limitation, in the Proxy Statement, the Buyer Parent shall (i) seek (A) adoption and approval of this Agreement by the holders of shares of Buyer Capital Parent Common Stock in accordance with applicable Law and the Stock Exchange securities laws, rules and regulations, including approval the rules and regulations of the issuance of shares of Buyer Class A Common Stock pursuant to the First Blocker Merger and the Exchange AgreementNasdaq, (B) adoption and approval of the Buyer A&R Second Amended and Restated Certificate of IncorporationIncorporation of Parent, (C) adoption and approval of the new an omnibus equity incentive plan, the form of which is attached as Exhibit K J hereto (the “Management Incentive Plan”), that, among other things, that provides for a grant the granting of shares of Buyer Class A Parent Common Stock to employees of the Company or certain Subsidiaries of the Company Subsidiaries in the form of stock options, restricted stock units, restricted stock or other equity-based awards, (ED) to appointelect, and designate the classes of, the members of the Buyer Board, in each case as set forth on Annex I hereto, subject to any changes as the Parties may mutually agree from time to time, (F) to the extent necessary, approval Board of the issuance Directors of Buyer Class A Shares pursuant to any Subscription Agreements by the holders of shares of Buyer Capital Stock in accordance with applicable Law and exchange rules and regulationsParent, and (GE) to obtain any and all other approvals necessary or advisable to effect the consummation of the TransactionsMerger, and (ii) file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with the applicable proxy solicitation rules set forth in the Buyer’s BylawsExchange Act (such Proxy Statement and the documents included or referred to therein pursuant to which the Offer will be made, together with any supplements, amendments and/or exhibits thereto, the Exchange Act or otherwise“Offer Documents”). Except with respect to the information provided by the Sellers Company for inclusion in the Proxy StatementStatement and the other Offer Documents, the Buyer Parent shall ensure that, when filed, the Proxy Statement and the other Offer Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Buyer Parent shall cause the Proxy Statement Offer Documents to be disseminated as promptly as practicable to the Buyer’s equityholders after the Proxy Statement is cleared by the SEC for mailing holders of shares of Parent Common Stock as and to the extent such dissemination is required by United States federal securities laws and the rules and regulations of the SEC and the Stock Exchange promulgated thereunder or otherwise (the “Federal Securities Laws”), and the Buyer shall take all actions necessary in accordance with applicable Law and the Buyer Governing Documents to duly call, give notice of, convene and hold as soon as reasonably practicable (on a date selected by the Buyer and reasonably acceptable to the Sellers a special meeting of the Buyer’s stockholders solely for the purpose of obtaining the Buyer Stockholder Approval and obtaining the approval of the Buyer’s stockholders with respect to the other matters contemplated to be included in the Proxy Statement in accordance with the terms of this Agreement. The Buyer may, without the prior consent of the Sellers, make one or more successive postponements or adjournments of such special meeting (i) if required by applicable Law or a request from the SEC or its staff, (ii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that the Buyer Board, after consultation with its outside legal counsel, has determined in good faith, is required by applicable Law is provided to the Buyer’s shareholders, or (iii) if, on a date for which such special meeting is scheduled, the Buyer has not received proxies representing a sufficient number of shares of Buyer Capital Stock to obtain the Buyer Stockholder Approval, whether or not a quorum is present; provided, that (A) the duration of any such adjournment or postponement shall be limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement, (B) no single such adjournment or postponement shall be for more than five Business Days except as may be required by Federal Securities Laws, and (C) in the case of clause (iii), such special meeting shall not be postponed to later than the date that is ten Business Days after the date for which such special meeting was originally scheduled without the prior written consent of the Sellers. All other postponements or adjournments shall require the prior written consent of the Sellers. The Buyer shall ensure that such special meeting is called, noticed, convened, held and conducted, and that all Persons solicited in connection with such special meeting are solicited, in compliance with all applicable Laws. (d) The Sellers Company shall promptly provide to the Buyer Parent such information concerning the Sellers, the Company and the Company Subsidiaries Stockholders as is either required by the Federal Securities Laws or reasonably requested by the Buyer Parent for inclusion in the Proxy StatementOffer Documents. Subject to the SellerCompany’s and the Stockholders’ compliance with the immediately preceding sentence with respect to the information provided or to be provided by the Sellers Company or the Stockholders for inclusion in the Proxy StatementOffer Documents, the Buyer Parent shall cause the Proxy Statement Offer Documents to comply in all material respects with the Federal Securities Laws. The Buyer Parent shall provide copies of the proposed forms of the Proxy Statement Offer Documents (including any amendments or supplements thereto) to the Sellers Company such that the Sellers, Company and the Company, the Company Subsidiaries and their respective Representatives Stockholder Representative 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 filing, and the Buyer Parent shall reasonably consider in good faith any comments of such Persons. The Buyer Parent and the Sellers Company shall cooperate to respond promptly to any comments of the SEC or its staff with respect to the Offer or the Proxy Statement Documents and promptly correct any information provided by it for use in the Proxy Statement Offer Documents 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. The Buyer Parent shall amend or supplement the Proxy Statement Offer Documents and cause the Proxy StatementOffer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Buyer Capital Parent Common Stock, 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 the applicable Buyer Parent Governing Documents. The Buyer Parent shall provide the Sellers, Company the Company, the Company Subsidiaries and their respective Representatives Stockholder Representative with copies of any written comments, and shall inform them of any material oral comments, that the Buyer Parent or any of its Representatives receive from the SEC or its staff with respect to the Offer or the Proxy Statement Documents promptly after the receipt of such comments and shall give the Sellers, the Company and the Company Subsidiaries Stockholder Representative a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Buyer shall reasonably consider in good faith any comments of such Persons. The Buyer Parent shall use commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the SEC and its staff with respect to the Offer Documents and to permit the Seller, Company and the Company, the Company Subsidiaries and their respective Representatives Stockholder Representative to participate with the Buyer Parent or its Representatives in any discussions or meetings with the SEC and its staffstaff regarding the Offer Documents. The Sellers Company shall, and shall cause each of the Company and the Company Subsidiaries Group Companies to, make their respective directors, officers and employees, upon reasonable advance notice, reasonably available to the Buyer Parent and its Representatives in connection with the drafting of the public filings with respect to the Transactions Merger (including including, without limitation, the Proxy StatementOffer Documents) and responding in a timely manner to comments from the SECSEC or its staff. (ed) If at any time prior to the ClosingEffective Time, any information relating to Parent, or the Buyer, the CompanyGroup Companies, or any of their respective Subsidiariessubsidiaries, Affiliatesaffiliates, officers or directors, should be discovered by Parent or the Buyer or any SellerCompany, as applicable, that should be set forth in an amendment or supplement to the Proxy StatementOffer Documents, 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 party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of the BuyerParent. (fe) Subject to the second sentence of this Section 7.14(f), but notwithstanding Notwithstanding anything else to the contrary in this Agreement or any Ancillary AgreementDocument, the Buyer shall not make any public filing with respect to the Transactions (including the Proxy Statement) without the prior written consent of the Sellers. The Buyer Parent may make any public filing with respect to the Transactions Merger to the extent required by applicable Law, provided, that the Sellers shall, in any event, be consulted in order to determine the extent to which any such filing is required by applicable Law and to the extent such filing is jointly determined by the Sellers and the Buyer to be not so required, such filing shall not be made.

THE PROXY. (a) As promptly as practicable after the Effective Date, the Buyer date hereof Parent shall file with the SEC a proxy statement relating to the Offer and the Transactions Business Combination contemplated hereby with the SEC (as amended or supplemented from time to time, the “Proxy Statement”) and provide holders of Buyer Class A Shares its stockholders with the opportunity for up to redeem their Buyer Class A Shares initially sold in Buyer’s initial public offering 17,250,000 shares of Parent Common Stock (the “Offering Shares”) to be redeemed in conjunction with a stockholder vote on the TransactionsBusiness Combination and other transactions contemplated under this Agreement and the Ancillary Agreements, all in accordance with and as required by the applicable Organizational Parent’s Governing Documents of the Buyer (including the Prospectus) (Prospectus and the “Buyer Governing Documents”Certificate of Incorporation), any related agreements with the Founders, applicable Lawlaw, and any applicable rules and regulations of the SEC and the Stock ExchangeNasdaq. (b) The Buyer Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article IXARTICLE 8. The Buyer Parent shall extend the Offer for any period required by any rule, Law, regulation, interpretation or position of the SEC, the Stock Exchange Nasdaq or the respective staff thereof that is applicable to the Offer. Nothing in this Section 7.14(b6.5(b) shall (i) impose any obligation on the Buyer Parent to extend the Offer beyond the Termination Date (as the same may be extended upon the mutual written consent of the Buyer and the Company)Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer Parent to terminate this Agreement in accordance with Article IXARTICLE 8. (c) The Without limitation, in the Proxy Statement, the Buyer Parent shall (i) seek (A) to have a new incentive equity plan approved by a majority of holders present at the shareholder meeting referred to therein, (B) adoption and approval of this Agreement by the holders of shares of Buyer Capital Parent Common Stock in accordance with applicable Law and the Stock Exchange rules and regulations, including approval of the issuance of shares of Buyer Class A Common Stock pursuant to the First Blocker Merger and the Exchange Agreement, (B) adoption of the Buyer A&R Certificate of Incorporation, (C) approval of the new omnibus equity incentive plan, the form of which is attached as Exhibit K (the “Management Incentive Plan”), that, among other things, provides for a grant of shares of Buyer Class A Common Stock to employees of the Company or the Company Subsidiaries in the form of stock options, restricted stock units, restricted stock or other equity-based awards, (E) to appoint, and designate the classes of, the members of the Buyer Board, in each case as set forth on Annex I hereto, subject to any changes as the Parties may mutually agree from time to time, (F) to the extent necessary, approval of the issuance of Buyer Class A Shares pursuant to any Subscription Agreements by the holders of shares of Buyer Capital Stock in accordance with applicable Law law and exchange rules and regulations, and (GC) to obtain any amend its certificate of incorporation to increase its authorized number of shares of Parent Common Stock and all other approvals necessary or advisable to effect change the consummation name of the TransactionsParent, and (ii) file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable proxy solicitation rules set forth the Proxy Solicitation Rules (as defined in the Buyer’s BylawsCertificate of Incorporation) (such Proxy Statement and the documents included or referred to therein pursuant to which the Offer will be made, together with any supplements, amendments and/or exhibits thereto, the Exchange Act or otherwise“Offer Documents”). Except with respect to the information provided by the Sellers for inclusion in the Proxy Statement, the Buyer shall ensure that, when When filed, the Proxy Statement and other Offer Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Buyer Parent shall cause the Proxy Statement Offer Documents to be disseminated as promptly as practicable to the BuyerParent’s equityholders after the Proxy Statement is cleared by the SEC for mailing as and to the extent such dissemination is required by United States federal securities laws and the rules and regulations of the SEC and the Stock Exchange Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”), and the Buyer shall take all actions necessary in accordance with applicable Law and the Buyer Governing Documents to duly call, give notice of, convene and hold as soon as reasonably practicable (on a date selected by the Buyer and reasonably acceptable to the Sellers a special meeting of the Buyer’s stockholders solely for the purpose of obtaining the Buyer Stockholder Approval and obtaining the approval of the Buyer’s stockholders with respect to the other matters contemplated to be included in the Proxy Statement in accordance with the terms of this Agreement. The Buyer may, without the prior consent of the Sellers, make one or more successive postponements or adjournments of such special meeting (i) if required by applicable Law or a request from the SEC or its staff, (ii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that the Buyer Board, after consultation with its outside legal counsel, has determined in good faith, is required by applicable Law is provided to the Buyer’s shareholders, or (iii) if, on a date for which such special meeting is scheduled, the Buyer has not received proxies representing a sufficient number of shares of Buyer Capital Stock to obtain the Buyer Stockholder Approval, whether or not a quorum is present; provided, that (A) the duration of any such adjournment or postponement shall be limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement, (B) no single such adjournment or postponement shall be for more than five Business Days except as may be required by Federal Securities Laws, and (C) in the case of clause (iii), such special meeting shall not be postponed to later than the date that is ten Business Days after the date for which such special meeting was originally scheduled without the prior written consent of the Sellers. All other postponements or adjournments shall require the prior written consent of the Sellers. The Buyer shall ensure that such special meeting is called, noticed, convened, held and conducted, and that all Persons solicited in connection with such special meeting are solicited, in compliance with all applicable Laws. (d) The Sellers Company shall promptly provide to the Buyer such Parent all information concerning the Sellers, the Company and the Company Subsidiaries as is either Group Companies that may be required by Federal Securities Laws or reasonably requested by the Buyer Parent for inclusion in the Proxy Statement. Subject to the Seller’s compliance with the immediately preceding sentence with respect to the information provided or to be provided by the Sellers for inclusion in the Proxy Statement, the Buyer Parent shall cause the Proxy Statement Offer Documents to comply in all material respects with the Federal Securities Laws. The Buyer Parent shall provide copies of the proposed forms of the Proxy Statement Offer Documents (including any amendments or supplements thereto) to the Sellers such that the Sellers, the Company, Seller and the Company Subsidiaries and their respective Representatives are afforded within a reasonable amount of time prior to the dissemination or filing thereof to for review such material and comment thereon prior to such dissemination or filingby Seller and the Company and their respective Representatives, and the Buyer shall reasonably consider in good faith any comments of such Persons. The Buyer Parent and the Sellers Company shall cooperate to respond promptly to any comments of the SEC or its staff with respect to the Offer or the Proxy Statement Offer Documents and promptly correct any information provided by it for use in the Proxy Statement Offer Documents 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. The Buyer Parent shall amend or supplement the Proxy Statement Offer Documents and cause the Proxy StatementOffer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Buyer Capital Parent Common Stock, 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 the applicable Buyer Parent’s Governing Documents. The Buyer Parent shall provide the Sellers, the CompanySeller, the Company Subsidiaries and their respective Representatives with copies of any written comments, and shall inform them of any material oral comments, that the Parent, Buyer or any of its their respective Representatives receive from the SEC or its staff with respect to the Offer or the Proxy Statement Offer Documents promptly after the receipt of such comments and shall give the Sellers, the Company Seller and the Company Subsidiaries a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Buyer shall reasonably consider in good faith any comments of such Persons. The Buyer Parent shall use commercially reasonable best efforts to cause the Proxy Statement to “clear” comments from the SEC and its staff and to permit the Seller, the Company, the Company Subsidiaries and their respective Representatives to participate with the Parent, Buyer or its their respective Representatives in any discussions or meetings with the SEC and its staff. The Sellers shall, and shall cause the Company and the Company Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Buyer and its Representatives in connection with the drafting of the public filings with respect to the Transactions (including the Proxy Statement) and responding in a timely manner to comments from the SEC. (ed) If at any time prior to the Closing, any information relating to the Buyer, the Company, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by the Buyer or any Seller, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement, 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 party hereto 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 stockholders of the Buyer. (f) Subject to the second sentence of this Section 7.14(f), but notwithstanding Notwithstanding anything else to the contrary in this Agreement or any Ancillary Agreement, the Buyer shall not make consult with Seller prior to publicly filing any public filing with respect Schedules, Annexes or Exhibits to the Transactions (including the Proxy Statement) without the prior written consent of the Sellers. The Buyer may make any public filing with respect to the Transactions to the extent required by applicable Law, provided, that the Sellers shall, in any event, be consulted this Agreement in order to determine the extent to which any whether such filing is required by any applicable Law and to the extent such filing is jointly determined by the Sellers and the Buyer to be not so requiredlaws, such filing shall not be maderules, regulations, codes or ordinances of applicable Governmental Entities.

THE PROXY. (a) As promptly as practicable after the Effective Datedate hereof, the Buyer Purchaser shall file with the SEC a proxy statement relating to the Offer and the Transactions contemplated hereby (as amended or supplemented from time to time, the “Proxy Statement”) and provide holders all of Buyer Class A Shares its stockholders with the opportunity to redeem up to 11,500,000 of their Buyer Class A Shares initially sold in Buyer’s initial public offering shares of Purchaser Common Stock (the “Offering Shares”) ), to be redeemed in conjunction with a stockholder vote on the Transactions, all in accordance with and as required by the applicable Organizational Documents governing documents of the Buyer Purchaser (including including, without limitation, the ProspectusProspectus and the Amended and Restated Certificate of Incorporation) (the “Buyer Purchaser Governing Documents”), applicable Lawlaw, and any applicable rules and regulations of the SEC and the Stock ExchangeNasdaq. (b) The Buyer Purchaser shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article IXVII. The Buyer Purchaser shall extend the Offer for any period required by any rule, Law, regulation, interpretation or position of the SEC, the Stock Exchange Nasdaq or the respective staff thereof that is applicable to the Offer. Nothing in this Section 7.14(b5.08(b) shall (i) impose any obligation on the Buyer Purchaser to extend the Offer beyond the Termination Date (as the same may be extended upon the mutual written consent of the Buyer and the Companyin accordance with Section 7.03(b)), or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer Purchaser to terminate this Agreement in accordance with Article IXVII. (c) The Without limitation, in the Proxy Statement, the Buyer Purchaser shall (i) seek (A) adoption and approval of this Agreement by the holders of shares of Buyer Capital Purchaser Common Stock in accordance with applicable Law law and the Stock Exchange exchange rules and regulations, including approval of the issuance of shares of Buyer Class A Common Stock pursuant to the First Blocker Merger and the Exchange Agreement, (B) adoption and approval of the Buyer A&R Second Amended and Restated Certificate of Incorporation, (C) adoption and approval of the new omnibus equity incentive plan, the form of which is attached as Exhibit K B hereto (the “Management Incentive Plan”), that, among other things, that provides for a grant of shares outstanding Purchaser Common Stock, as of Buyer Class A Common Stock the Closing Date, to employees of the Company or certain Subsidiaries of the Company Subsidiaries in the form of stock options, restricted stock units, restricted stock or other equity-based awards, (ED) to appoint, and designate the classes of, the members of the Buyer Boardboard of directors of the Purchaser, and appoint the members of any committees thereof, in each case as set forth on Annex I II hereto, subject to (x) any changes to Section A thereof as the Parties Seller may mutually agree indicate in writing to the Purchaser from time to time, time (Fprovided the Seller has a legitimate business reason for making any such change) and (y) any changes to Section B thereof as the Purchaser may indicate in writing to the extent necessarySeller from time to time (provided the Purchaser has a legitimate business reason for making any such change; provided, approval further, that there shall be no replacement of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ without the issuance of Buyer Class A Shares pursuant to any Subscription Agreements by the holders of shares of Buyer Capital Stock Seller’s prior written consent in accordance with applicable Law and exchange rules and regulationsits sole discretion), and (GE) to obtain any and all other approvals necessary or advisable to effect the consummation of the Transactions, and (ii) file with the SEC financial and other information about the Transactions transactions contemplated by this Agreement in accordance with applicable proxy Proxy solicitation rules set forth in the BuyerPurchaser’s BylawsAmended and Restated Certificate of Incorporation or otherwise (such Proxy Statement and the documents included or referred to therein pursuant to which the Offer will be made, together with any supplements, amendments and/or exhibits thereto, the Exchange Act or otherwise“Offer Documents”). Except with respect to the information provided by the Sellers Seller for inclusion in the Proxy StatementStatement and other Offer Documents, the Buyer Purchaser shall ensure that, when filed, the Proxy Statement and other Offer Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Buyer Purchaser shall cause the Proxy Statement Offer Documents to be disseminated as promptly as practicable to the BuyerPurchaser’s equityholders after the Proxy Statement is cleared by the SEC for mailing as and to the extent such dissemination is required by United States federal securities laws and the rules and regulations of the SEC and the Stock Exchange Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”), and the Buyer shall take all actions necessary in accordance with applicable Law and the Buyer Governing Documents to duly call, give notice of, convene and hold as soon as reasonably practicable (on a date selected by the Buyer and reasonably acceptable to the Sellers a special meeting of the Buyer’s stockholders solely for the purpose of obtaining the Buyer Stockholder Approval and obtaining the approval of the Buyer’s stockholders with respect to the other matters contemplated to be included in the Proxy Statement in accordance with the terms of this Agreement. The Buyer may, without the prior consent of the Sellers, make one or more successive postponements or adjournments of such special meeting (i) if required by applicable Law or a request from the SEC or its staff, (ii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that the Buyer Board, after consultation with its outside legal counsel, has determined in good faith, is required by applicable Law is provided to the Buyer’s shareholders, or (iii) if, on a date for which such special meeting is scheduled, the Buyer has not received proxies representing a sufficient number of shares of Buyer Capital Stock to obtain the Buyer Stockholder Approval, whether or not a quorum is present; provided, that (A) the duration of any such adjournment or postponement shall be limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement, (B) no single such adjournment or postponement shall be for more than five Business Days except as may be required by Federal Securities Laws, and (C) in the case of clause (iii), such special meeting shall not be postponed to later than the date that is ten Business Days after the date for which such special meeting was originally scheduled without the prior written consent of the Sellers. All other postponements or adjournments shall require the prior written consent of the Sellers. The Buyer shall ensure that such special meeting is called, noticed, convened, held and conducted, and that all Persons solicited in connection with such special meeting are solicited, in compliance with all applicable Laws. (d) The Sellers Seller shall promptly provide to the Buyer Purchaser such information concerning the Sellers, the Company and the Company Subsidiaries Acquired Entities as is either required by Federal Securities Laws or reasonably requested by the Buyer Purchaser for inclusion in the Proxy Statement. Subject to the Seller’s compliance with the immediately preceding sentence with respect to the information provided or to be provided by the Sellers Seller for inclusion in the Proxy StatementOffer Documents, the Buyer Purchaser shall cause the Proxy Statement Offer Documents to comply in all material respects with the Federal Securities Laws. The Buyer Purchaser shall provide copies of the proposed forms of the Proxy Statement Offer Documents (including any amendments or supplements thereto) to the Sellers Seller such that the Sellers, the Company, Seller and the Company Subsidiaries and their respective 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 filing, and the Buyer Purchaser shall reasonably consider in good faith any comments of such Persons. The Buyer Purchaser and the Sellers Seller shall cooperate to respond promptly to any comments of the SEC or its staff with respect to the Offer or the Proxy Statement Offer Documents and promptly correct any information provided by it for use in the Proxy Statement Offer Documents 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. The Buyer Purchaser shall amend or supplement the Proxy Statement Offer Documents and cause the Proxy StatementOffer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Buyer Capital Purchaser Common Stock, 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 the applicable Buyer Purchaser Governing Documents. The Buyer Purchaser shall provide the Sellers, the CompanySeller, the Company Subsidiaries and their respective Representatives with copies of any written comments, and shall inform them of any material oral comments, that the Buyer Purchaser or any of its Representatives receive from the SEC or its staff with respect to the Offer or the Proxy Statement Offer Documents promptly after the receipt of such comments and shall give the Sellers, the Company Seller and the Company Subsidiaries a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Buyer shall reasonably consider in good faith any comments of such Persons. The Buyer Purchaser shall use commercially reasonable best efforts to cause the Proxy Statement to “clear” comments from the SEC and its staff and to permit the Seller, the Company, the Company Subsidiaries and their respective Representatives to participate with the Buyer Purchaser or its Representatives in any discussions or meetings with the SEC and its staff. The Sellers Seller shall, and shall cause each of the Company and the Company Subsidiaries Acquired Entities to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Buyer Purchaser and its Representatives in connection with the drafting of the public filings with respect to the Transactions (including including, without limitation, the Proxy StatementOffer Documents) and responding in a timely manner to comments from the SEC. (ed) If at any time prior to the ClosingEffective Time, any information relating to the BuyerPurchaser, or the CompanyAcquired Entities, or any of their respective Subsidiariessubsidiaries, Affiliatesaffiliates, officers or directors, should be discovered by the Buyer Purchaser or any the Seller, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement, 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 party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the stockholders of the BuyerPurchaser. (fe) Subject to the second sentence of this Section 7.14(f5.08(e), but notwithstanding anything else to the contrary in this Agreement or any Ancillary AgreementDocument, the Buyer Purchaser shall not make any public filing with respect to the Transactions (including including, without limitation, the Proxy StatementOffer Documents) without the prior written consent of the SellersSeller. The Buyer Purchaser may make any public filing with respect to the Transactions to the extent required by applicable Law, provided, that the Sellers Seller shall, in any event, be consulted in order to determine the extent to which any such filing is required by applicable Law and to the extent such filing is jointly determined by the Sellers Seller and the Buyer Purchaser to be not so required, such filing shall not be made.