definiens: shall mean the registration statement on Form S -4 ( or any other suitable forms under the Securities Act for registering CGI Common Stock and submitting this Agreement and the Contemplated Transactions for a v ote by the holders of CGI Common Stock ) to be filed with the SEC by CGI, including ( a ) a prospectus registering the public offering and sale of CGI Common Stock to holders of Company Capital Stock and Company Warrants in the Merger in exchange for their re spective shares of Company Capital Stock and Company Warrants in the Merger, ( b ) the Proxy Statement to be sent to CGI ’s stockholders soliciting proxies for the approval by CGI ’s stockholders of the issuance of CGI Common Stock and this Agreement and the Contemplated Transactions at the CGI Stockholders ’ Meeting, together with any amendments and supplements to such registration statement, prospectus ( including free writing prospectus ), or Proxy Statement, including pre - and post - effective amendments, all ex hibits thereto, and all material incorporated by reference therein