Common use of Acquiror Shareholder Approvals Clause in Contracts

Acquiror Shareholder Approvals. The Parent Acquiror shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act (a) give notice of and (b) convene and hold an extraordinary general meeting (the “Acquiror Shareholders Meeting”) in accordance with the Parent Acquiror Governing Documents, for the purposes of obtaining the Acquiror Shareholder Approvals and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect an Acquiror Share Redemption. The Parent Acquiror shall, through its board of directors, recommend to its shareholders the (i) approval of the Domestication; (ii) adoption and approval of the Transaction Agreements, the Transactions and any related transactions contemplated hereby, including the Target Merger Agreement and transactions contemplated thereby; (iii) amendment of the Parent Acquiror Governing Documents in connection with the extension of the expiration date required thereunder for the consummation of the Transactions, either in the form of a stand-alone amendment or simultaneously with the approval of the ListCo Governing Documents (defined below); (iv) adoption and approval of the new Certificate of Incorporation and Bylaws of ListCo, in the respective forms attached hereto as Exhibit D and Exhibit E (collectively, the “ListCo Governing Documents”), in connection with the Domestication of the Parent Acquiror in Delaware; (v) adoption and approval of any other proposals as the SEC (or staff members thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, and of any other proposals reasonably agreed by the Acquirors and the Seller as necessary or appropriate in connection with the Transactions; (vi) adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares to the Seller in connection with the payment of the Stock Consideration; and (viii) the adjournment of the Acquiror Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (viii), together, the “Transaction Proposals”). The Parent Acquiror shall promptly notify the Seller in writing of any determination to make any withdrawal of such recommendation or amendment, qualification or modification of such recommendation in a manner adverse to the Seller (an “Adverse Recommendation”); provided, that the Parent Acquiror may only postpone or adjourn the Acquiror Shareholders Meeting (x) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (y) for the absence of a quorum and (z) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Parent Acquiror has determined after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Parent Acquiror prior to the Acquiror Shareholders Meeting.

Acquiror Shareholder Approvals. The Parent Acquiror shall, shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act Act, (ai) cause the Proxy Statement to be disseminated to Acquiror Shareholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (b2) convene and hold an extraordinary general meeting of the Acquiror (the “Acquiror Shareholders Shareholders’ Meeting”) in accordance with the Parent Acquiror Acquiror’s Governing DocumentsDocuments and Nasdaq requirements, for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Acquiror Ordinary Shares to vote in favor of each of the Acquiror Shareholder Approvals andTransaction Proposals, if applicable, any approvals related thereto and providing (b) provide its shareholders with the opportunity to elect to effect an Acquiror Share RedemptionRedemption and (c) procure the passing of the Acquiror Class B Ordinary Resolution. The Parent Acquiror shall, through its board Board of directorsDirectors, recommend to its shareholders the (iA) adoption and approval of the Domestication; this Agreement in accordance with applicable Law and exchange rules and regulations, including approval of Mergers, (iiB) adoption and approval of the Transaction AgreementsDomestication in accordance with applicable Law and regulations, (C) amendment and restatement of Acquiror’s memorandum and articles of association to be replaced by the Transactions Domesticated Charter (with such changes as may be agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any related transactions contemplated herebytime before the effectiveness of the Registration Statement), including any separate or unbundled proposals as are required to implement the Target Merger Agreement and transactions contemplated thereby; foregoing, (iiiD) amendment approval of the Parent Acquiror Governing Documents issuance of shares of Merger Consideration in connection with the extension Mergers and the issuance of the expiration date required thereunder for the consummation of the Transactions, either in the form of a stand-alone amendment or simultaneously with the approval of the ListCo Governing Documents (defined below); (iv) adoption and approval of the new Certificate of Incorporation and Bylaws of ListCo, in the respective forms attached hereto as Exhibit D and Exhibit E (collectively, the “ListCo Governing Documents”), Surviving Pubco Class A Shares in connection with the Domestication PIPE Investment, (E) approval of the Parent adoption of the incentive equity plan (the “Incentive Plan”) in the form reasonably agreed to by the Parties and approved by the board of directors of the Acquiror prior to filing the Registration Statement (with such changes as may be agreed in Delaware; writing by Acquiror and the Company), (vF) election of directors effective as of the Closing as contemplated by ‎Section 8.7(a), (G) adoption and approval of any other proposals as the SEC (or staff members member thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by the Acquirors Acquiror and the Seller as Company to be necessary or appropriate in connection with the Transactions; (vi) adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares to the Seller in connection with the payment of the Stock Consideration; transactions contemplated hereby, and (viiiI) the adjournment of the Acquiror Shareholders Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (viiiI), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Parent Board of Directors of Acquiror shall promptly notify not withdraw, amend, qualify or modify its recommendation to the Seller shareholders of Acquiror that they vote in writing favor of the Transaction Proposals (together with any determination to make any withdrawal of such recommendation or withdrawal, amendment, qualification or modification of such its recommendation in a manner adverse to the Seller (an shareholders of Acquiror described in the Recitals hereto, a “Adverse Modification in Recommendation”); provided, except as required by applicable Law. To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Parent Acquiror Shareholder Approvals shall not have been obtained at any such Acquiror Shareholders’ Meeting, and by way of the Acquiror Class B Ordinary Resolution, then Acquiror shall promptly continue to use its reasonable best efforts to take actions, including the actions required by this ‎Section 9.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approvals. Acquiror may only postpone or adjourn the Acquiror Shareholders Shareholders’ Meeting (xi) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (yii) for the absence of a quorum and (ziii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Parent Acquiror has determined in good faith after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Parent Acquiror Shareholders prior to the Acquiror Shareholders Shareholders’ Meeting; provided that the Acquiror Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than five (5) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of Acquiror Class A Ordinary Shares the opportunity to elect redemption of such Acquiror Class A Ordinary Shares in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Shareholder Approvals. The Parent Acquiror shall, as As promptly as reasonably practicable after following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act Act, Acquiror shall (a) duly give notice of and (b) convene and hold an extraordinary general a meeting of its shareholders (the “Acquiror Shareholders Meeting”) and (b) use reasonable best efforts to convene and hold the Acquiror Shareholders Meeting in accordance with the Parent Acquiror Governing DocumentsDocuments of Acquiror, no later than thirty (30) Business Days following the date the Registration Statement / Proxy Statement is declared effective by the SEC for the purposes of obtaining the Acquiror Shareholder Approvals and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect an Acquiror Share Shareholder Redemption. The Parent Except as required by applicable law and compliance by the Acquiror Board with its applicable fiduciary obligations, Acquiror shall, through its board of directors, recommend to its shareholders the (i) the adoption and approval of this Agreement and the Domesticationtransactions contemplated hereby (including the Merger) (the “Business Combination Proposal”); (ii) the adoption and approval of the Transaction Agreements, issuance of the Transactions and any related Newco Shares in connection with the transactions contemplated hereby, including by this Agreement as required by Nasdaq listing requirements (the Target Merger Agreement and transactions contemplated thereby“Nasdaq Proposal”); (iii) amendment of the Parent Acquiror Governing Documents in connection with the extension of the expiration date required thereunder for the consummation of the Transactions, either in the form of a stand-alone amendment or simultaneously with the adoption and approval of the ListCo Governing Documents Board Designees to serve as directors on the Newco Board (defined belowthe “Director Election Proposal”); (iv) the adoption and approval of each other proposal that either the new Certificate of Incorporation and Bylaws of ListCo, in SEC or Nasdaq (or the respective forms attached hereto as Exhibit D and Exhibit E (collectively, the “ListCo Governing Documents”), in connection with the Domestication of the Parent Acquiror in Delaware; (v) adoption and approval of any other proposals as the SEC (or staff members thereof) may indicate are indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto, ; (v) the adoption and approval of any each other proposals proposal reasonably agreed by the Acquirors Acquiror and the Seller XxXxxxx Companies as necessary or appropriate in connection with the Transactionsconsummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (vi) the adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares to the Seller in connection with the payment of the Stock Consideration; and (viii) a proposal for the adjournment of the Acquiror Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (viii), vi) together, the “Transaction Proposals” and such proposals in (i) through (iv) together, the “Required Transaction Proposals”). The Parent Acquiror shall promptly notify the Seller in writing of any determination to make any withdrawal of such recommendation or amendment, qualification or modification of such recommendation in a manner adverse to the Seller (an “Adverse Recommendation”); provided, however, that notwithstanding the Parent foregoing, Acquiror may only postpone or adjourn the Acquiror Shareholders Meeting (xA) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder ApprovalsApprovals and approval of the Transaction Proposals, (yB) for the absence of a quorum and quorum, or (zC) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure disclosures that the Parent Acquiror has determined after consultation with determined, based on the advice of outside legal counsel counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders the holders of the Parent Acquiror Shares prior to the Acquiror Shareholders Meeting; provided that, without the Consent of the XxXxxxx Companies, in no event shall Acquiror adjourn the Acquiror Shareholders Meeting for more than thirty (30) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date.

Acquiror Shareholder Approvals. The Parent Acquiror shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act (a) give notice of and (b) convene and hold an extraordinary general meeting (the “Acquiror Shareholders Meeting”) in accordance with the Parent Acquiror Governing Documents, for the purposes of obtaining the Acquiror Shareholder Approvals and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect an Acquiror Share Redemption. The Parent Acquiror shall, through its board of directors, recommend to its shareholders the (i) approval of the Domestication; (ii) adoption and approval of the Transaction Agreements, the Transactions and any related transactions contemplated hereby, including the Target Sxxxxx Merger Agreement and transactions contemplated thereby; (iii) amendment of the Parent Acquiror Governing Documents in connection with the extension of the expiration date required thereunder for the consummation of the Transactions, either in the form of a stand-alone amendment or simultaneously with the approval of the ListCo Governing Documents (defined below); (iv) adoption and approval of the new Certificate of Incorporation and Bylaws of ListCo, in the respective forms attached hereto as Exhibit D C and Exhibit E D (collectively, the “ListCo Governing Documents”), in connection with the Domestication of the Parent Acquiror in Delaware; (v) adoption and approval of any other proposals as the SEC (or staff members thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, and of any other proposals reasonably agreed by the Acquirors and the Seller as necessary or appropriate in connection with the Transactions; (vi) adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares to the Seller in connection with the payment of the Stock Consideration; and (viii) the adjournment of the Acquiror Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (viii), together, the “Transaction Proposals”). The Parent Acquiror shall promptly notify the Seller in writing of any determination to make any withdrawal of such recommendation or amendment, qualification or modification of such recommendation in a manner adverse to the Seller (an “Adverse Recommendation”); provided, that the Parent Acquiror may only postpone or adjourn the Acquiror Shareholders Meeting (x) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (y) for the absence of a quorum and (z) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Parent Acquiror has determined after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Parent Acquiror prior to the Acquiror Shareholders Meeting.

Acquiror Shareholder Approvals. The Parent Acquiror shall, shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act Act, (ai) cause the Proxy Statement to be disseminated to Acquiror Shareholders in compliance with applicable Law, (ii) duly (1) give notice of and (b2) convene and hold an extraordinary general a meeting of its shareholders (the “Acquiror Shareholders Shareholders’ Meeting”) in accordance with the Parent Acquiror Acquiror’s Governing DocumentsDocuments and Nasdaq requirements, for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Shareholder Approvals andTransaction Proposals, if applicable, any approvals related thereto and providing (b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption. The Parent Acquiror shall, through its board Board of directorsDirectors, recommend to its shareholders the (iA) adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, including approval of the Domestication; Mergers, (iiB) adoption and approval of the Transaction AgreementsDomestication in accordance with applicable Law and regulations, (C) amendment and restatement of Acquiror’s memorandum and articles of association to be replaced by the Transactions Domesticated Charter (with such changes as may be agreed in writing by Acquiror and any related transactions contemplated herebythe Company), including any separate or unbundled proposals as are required to implement the Target Merger Agreement and transactions contemplated thereby; foregoing, (iiiD) amendment approval of the Parent Acquiror Governing Documents issuance of shares of Total Share Consideration in connection with the extension of the expiration date required thereunder for the consummation of the Transactions, either in the form of a stand-alone amendment or simultaneously with the approval of the ListCo Governing Documents (defined below); (iv) adoption and approval of the new Certificate of Incorporation and Bylaws of ListCo, in the respective forms attached hereto as Exhibit D and Exhibit E (collectivelyMergers, the “ListCo Governing Documents”), issuance of Surviving Pubco Shares in connection with the Domestication conversion or redemption of Surviving Pubco Series 1 Preferred Shares and/or Surviving Pubco Series 1 Preferred Shares and the issuance of Surviving Pubco Shares in connection with the PIPE Investment, (E) approval of the Parent Acquiror in Delaware; adoption of the Incentive Plan, (vF) election of directors effective as of the Closing as contemplated by Section 7.7(a), (G) adoption and approval of any other proposals as the SEC (or staff members member thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by the Acquirors Acquiror and the Seller as Company to be necessary or appropriate in connection with the Transactions; (vi) adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares to the Seller in connection with the payment of the Stock Consideration; transactions contemplated hereby, and (viiiI) the adjournment of the Acquiror Shareholders Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (viiiI), together, the “Acquiror Transaction Proposals”), and include such recommendation in the Proxy Statement. The Parent Board of Directors of Acquiror shall promptly notify not withdraw, amend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to the Seller shareholders of Acquiror that they vote in writing favor of the Acquiror Transaction Proposals (together with any determination to make any withdrawal of such recommendation or withdrawal, amendment, qualification or modification of such its recommendation in a manner adverse to the Seller (an shareholders of Acquiror described in this Section 8.2(b), a “Adverse Acquiror Modification in Recommendation”); provided. To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Acquiror Transaction Proposals and (z) Acquiror agrees that if the Parent Acquiror Shareholder Approvals shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approvals. Acquiror may only postpone or adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Shareholders Shareholders’ Meeting (xi) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (yii) for the absence of a quorum and (ziii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Parent Acquiror has determined in good faith after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Parent Acquiror Shareholders prior to the Acquiror Shareholders Shareholders’ Meeting; provided that the Acquiror Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than five (5) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Shareholder Approvals. The Parent Acquiror shall, shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act Act, (ai) cause the Proxy Statement to be disseminated to Acquiror Shareholders in compliance with applicable Law, (ii) duly (1) give notice of and (b2) convene and hold an extraordinary general a meeting of its shareholders (the “Acquiror Shareholders Shareholders’ Meeting”) in accordance with the Parent Acquiror Acquiror’s Governing DocumentsDocuments and Nasdaq requirements, for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Shareholder Approvals andTransaction Proposals, if applicable, any approvals related thereto and providing (b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption. The Parent Acquiror shall, through its board Board of directorsDirectors, recommend to its shareholders the (iA) adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, including approval of the Domestication; Mergers, (iiB) adoption and approval of the Transaction AgreementsDomestication in accordance with applicable Law and regulations, (C) amendment and restatement of Acquiror’s memorandum and articles of association to be replaced by the Transactions Domesticated Charter (with such changes as may be agreed in writing by Acquiror and any related transactions contemplated herebythe Company), including any separate or unbundled proposals as are required to implement the Target Merger Agreement and transactions contemplated thereby; foregoing, (iiiD) amendment approval of the Parent Acquiror Governing Documents issuance of shares of Total Share Consideration in connection with the extension of the expiration date required thereunder for the consummation of the Transactions, either in the form of a stand-alone amendment or simultaneously with the approval of the ListCo Governing Documents (defined below); (iv) adoption and approval of the new Certificate of Incorporation and Bylaws of ListCo, in the respective forms attached hereto as Exhibit D and Exhibit E (collectivelyMergers, the “ListCo Governing Documents”), issuance of Surviving Pubco Shares in connection with the Domestication conversion or redemption of Surviving Pubco Series 1 Preferred Shares and/or Surviving Pubco Series 1 Preferred Shares and the issuance of Surviving Pubco Shares in connection with the PIPE Investment, (E) approval of the Parent Acquiror in Delaware; adoption of the Incentive Plan, (vF) election of directors effective as of the Closing as contemplated by ‎Section 7.7(a), (G) adoption and approval of any other proposals as the SEC (or staff members member thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by the Acquirors Acquiror and the Seller as Company to be necessary or appropriate in connection with the Transactions; (vi) adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares to the Seller in connection with the payment of the Stock Consideration; transactions contemplated hereby, and (viiiI) the adjournment of the Acquiror Shareholders Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (viiiI), together, the “Acquiror Transaction Proposals”), and include such recommendation in the Proxy Statement. The Parent Board of Directors of Acquiror shall promptly notify not withdraw, amend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to the Seller shareholders of Acquiror that they vote in writing favor of the Acquiror Transaction Proposals (together with any determination to make any withdrawal of such recommendation or withdrawal, amendment, qualification or modification of such its recommendation in a manner adverse to the Seller (an shareholders of Acquiror described in this Section 8.2(b), a “Adverse Acquiror Modification in Recommendation”); provided. To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Acquiror Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Acquiror Transaction Proposals and (z) Acquiror agrees that if the Parent Acquiror Shareholder Approvals shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take actions, including the actions required by this ‎Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approvals. Acquiror may only postpone or adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Acquiror Shareholders Shareholders’ Meeting (xi) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (yii) for the absence of a quorum and (ziii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Parent Acquiror has determined in good faith after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Parent Acquiror Shareholders prior to the Acquiror Shareholders Shareholders’ Meeting; provided that the Acquiror Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than five (5) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Shareholder Approvals. The Parent Acquiror shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act (a) give notice of and (b) convene and hold an extraordinary general a meeting of its shareholders (the “Acquiror Shareholders Meeting”) in accordance with the Parent Acquiror Governing Documents, for the purposes of obtaining the Acquiror Shareholder Approvals and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect an Acquiror Share Redemption. The Parent Acquiror shall, through its board of directors, recommend to its shareholders the (i) approval of the Domestication; (ii) adoption and approval of the Transaction Agreements, the Transactions and any related transactions contemplated hereby, including the Target Merger Agreement and transactions contemplated thereby; (iii) amendment of the Parent Acquiror Governing Documents in connection with the extension of the expiration date required thereunder for the consummation of the Transactions, either in the form of a stand-alone amendment or simultaneously with the approval of the ListCo New Parent Acquiror Governing Documents (defined below); (iv) adoption and approval of the new Certificate of Incorporation and Bylaws of ListCothe Parent Acquiror, in the respective forms attached hereto as Exhibit D K and Exhibit E L (collectively, the “ListCo New Parent Acquiror Governing Documents”), in connection with the Domestication of the Parent Acquiror in Delaware; (v) adoption and approval of any other proposals as the SEC (or staff members thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, and of any other proposals reasonably agreed by the Acquirors and the Seller Sellers as necessary or appropriate in connection with the Transactions; (vi) adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares Common Stock to the Seller TDR Investor pursuant to the Equity Commitment Letter and the Subscription Agreement for purposes of applicable NASDAQ rules; (viii) approval of the issuance of Parent Common Stock to the Sellers or the TDR Investor, as applicable, in connection with the payment consummation of the Stock Consideration; transactions contemplated by the Exchange Agreement, if required, and (viiiix) the adjournment of the Acquiror Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (viii), together, the “Transaction Proposals”). The Parent Acquiror shall promptly notify the Seller Sellers in writing of any determination to make any withdrawal of such recommendation or amendment, qualification or modification of such recommendation in a manner adverse to the Seller Sellers (an “Adverse Recommendation”); provided, that the Parent Acquiror may only postpone or adjourn the Acquiror Shareholders Meeting (x) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (y) for the absence of a quorum and (z) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Parent Acquiror has determined after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Parent Acquiror prior to the Acquiror Shareholders Meeting.

Acquiror Shareholder Approvals. The Parent Acquiror shall, shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act Act, (ai) cause the Proxy Statement to be disseminated to Acquiror Shareholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (b2) convene and hold an extraordinary general a meeting of its shareholders (the “Acquiror Shareholders Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 710 of the Parent Acquiror Governing DocumentsNYSE Listing Rules, for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Shareholder Approvals andTransaction Proposals, if applicable, any approvals related thereto and providing (b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption. The Parent Acquiror shall, through its board Board of directorsDirectors, recommend to its shareholders the (iA) adoption and approval of the Domestication; this Agreement in accordance with applicable Law and exchange rules and regulations, including approval of Mergers, (iiB) adoption and approval of the Transaction AgreementsDomestication in accordance with applicable Law and regulations, (C) amendment and restatement of Acquiror’s memorandum and articles of association to be replaced by the Transactions certificate of incorporation, in the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any related transactions contemplated herebytime before the effectiveness of the Registration Statement), including any separate or unbundled proposals as are required to implement the Target Merger Agreement and transactions contemplated thereby; foregoing, (iiiD) amendment approval of the Parent issuance of shares of Domesticated Acquiror Governing Documents Common Stock and Acquiror Units in connection with the extension Mergers, PIPE Investment and A&R FPA, (E) approval of the expiration date required thereunder for the consummation adoption of the Transactions, either incentive equity plan (the “Incentive Plan”) in the form reasonably agreed to by the Parties and approved by the board of a stand-alone amendment or simultaneously with the approval directors of the ListCo Governing Documents Acquiror prior to filing the Registration Statement (defined belowwith such changes as may be agreed in writing by Acquiror and the Company); , (ivF) adoption and approval election of directors effective as of the new Certificate of Incorporation and Bylaws of ListCo, in the respective forms attached hereto Closing as Exhibit D and Exhibit E (collectively, the “ListCo Governing Documents”contemplated by ‎Section 7.7(a), in connection with the Domestication of the Parent Acquiror in Delaware; (vG) adoption and approval of any other proposals as the SEC (or staff members member thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by the Acquirors Acquiror and the Seller as Company to be necessary or appropriate in connection with the Transactions; (vi) adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares to the Seller in connection with the payment of the Stock Consideration; transactions contemplated hereby, and (viiiI) the adjournment of the Acquiror Shareholders Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (viiiJ), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Parent Board of Directors of Acquiror shall promptly notify not withdraw, amend, qualify or modify its recommendation to the Seller shareholders of Acquiror that they vote in writing favor of the Transaction Proposals (together with any determination to make any withdrawal of such recommendation or withdrawal, amendment, qualification or modification of such its recommendation in a manner adverse to the Seller (an shareholders of Acquiror described in the Recitals hereto, a “Adverse Modification in Recommendation”); provided, except as required by applicable Law. To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Parent Acquiror Shareholder Approvals shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take actions, including the actions required by this ‎Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approvals. Acquiror may only postpone or adjourn the Acquiror Shareholders Shareholders’ Meeting (xi) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (yii) for the absence of a quorum and (ziii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Parent Acquiror has determined in good faith after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Parent Acquiror Shareholders prior to the Acquiror Shareholders Shareholders’ Meeting; provided that the Acquiror Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than five (5) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Shareholders’ Meeting, as required by Acquiror’s Governing Documents.

Acquiror Shareholder Approvals. The Parent Acquiror shall, shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act Act, (ai) cause the Proxy Statement to be disseminated to Acquiror Shareholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (b2) convene and hold an extraordinary general meeting of its shareholders (the “Acquiror Shareholders Shareholders’ Meeting”) in accordance with Acquiror’s Governing Documents and Section 710 of the Parent Acquiror Governing DocumentsNYSE Listing Rules, for a date no later than thirty (30) Business Days following the purposes date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of obtaining Acquiror Common Stock to vote in favor of each of the Acquiror Shareholder Approvals andTransaction Proposals, if applicable, any approvals related thereto and providing (b) provide its shareholders with the opportunity to elect to effect an Acquiror Share Redemption. The Parent Acquiror shall, through its board Board of directorsDirectors, recommend to its shareholders the (iA) adoption and approval of this Agreement in accordance with the Acquiror’s Governing Documents, applicable Law and exchange rules and regulations, including approval of the Domestication; Merger, (iiB) adoption and approval of the Transaction AgreementsDomestication in accordance with the Acquiror’s Governing Documents, applicable Law and regulations, (C) amendment and restatement of Acquiror’s memorandum and articles of association to be replaced by the Transactions certificate of incorporation, in the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company) (as may be subsequently amended by mutual written agreement of the Company and Acquiror at any related transactions contemplated herebytime before the effectiveness of the Registration Statement), including any separate or unbundled proposals as are required to implement the Target Merger Agreement and transactions contemplated thereby; foregoing, (iiiD) amendment approval of the Parent issuance of shares of Domesticated Acquiror Governing Documents Common Stock and Acquiror Units in connection with the extension Merger, PIPE Investment and A&R FPA, (E) approval of the expiration date required thereunder for the consummation adoption of the Transactions, either incentive equity plan (the “Incentive Plan”) in the form reasonably agreed to by the Parties and approved by the Board of a stand-alone amendment or simultaneously with the approval Directors of the ListCo Governing Documents Acquiror prior to filing the Registration Statement (defined belowwith such changes as may be agreed in writing by Acquiror and the Company); , (ivF) adoption and approval election of directors effective as of the new Certificate of Incorporation and Bylaws of ListCo, in the respective forms attached hereto Closing as Exhibit D and Exhibit E (collectively, the “ListCo Governing Documents”contemplated by ‎Section 7.7(a), in connection with the Domestication of the Parent Acquiror in Delaware; (vG) adoption and approval of any other proposals as the SEC (or staff members member thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by the Acquirors Acquiror and the Seller as Company to be necessary or appropriate in connection with the Transactions; (vi) adoption and approval of the New Benefit Plans; (vii) approval of the issuance of Parent Ordinary Shares to the Seller in connection with the payment of the Stock Consideration; transactions contemplated hereby, and (viiiI) the adjournment of the Acquiror Shareholders Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (iA) through (viiiI), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Parent Board of Directors of Acquiror shall promptly notify not withdraw, amend, qualify or modify its recommendation to the Seller shareholders of Acquiror that they vote in writing favor of the Transaction Proposals (together with any determination to make any withdrawal of such recommendation or withdrawal, amendment, qualification or modification of such its recommendation in a manner adverse to the Seller (an shareholders of Acquiror described in the Recitals hereto, a “Adverse Modification in Recommendation”). Notwithstanding the foregoing, at any time prior to, but not after, obtaining the approval of Acquiror’s shareholders of any of the Transaction Proposals, solely in response to an Intervening Event, the Board of Directors of Acquiror may, subject to Acquiror’s Governing Documents, make a Modification in Recommendation if the Board of Directors of Acquiror shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Intervening Event, a failure to make a Modification in Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided, that the Parent Board of Directors of Acquiror will not be entitled to make, or agree or resolve to make, a Modification in Recommendation unless (A) Acquiror shall have delivered to the Company a written notice (a “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such action and containing the material facts underlying the Board of Directors of Acquiror’s determination that an Intervening Event has occurred (it being acknowledged that any Acquiror Intervening Event Notice shall not itself constitute a breach of this Agreement), (B) at or after 5:00 p.m., Eastern Time, on the fifth (5th) Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the fifth (5th) Business Day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material change in the event, occurrence or fact underlying such Intervening Event shall require a new notice but with an additional two-Business Day (instead of five-Business Day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), Acquiror and its Representatives shall have negotiated in good faith with the Company and its Representatives regarding any revisions or adjustments proposed by the Company during the Acquiror Intervening Event Notice Period to the terms and conditions of this Agreement as would enable Acquiror to proceed with the recommendation to the shareholders of Acquiror described in the Recitals hereto and not make such Modification in Recommendation, and (C) after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the Acquiror Intervening Event Notice Period, offered in writing, determines in good faith (after consultation with its outside legal counsel) that a failure to make a Modification in Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting, and to submit for the approval of its shareholders the Transaction Approvals, in each case, in accordance with this Agreement, shall not be affected by any Modification in Recommendation or by any intervening event or circumstance, including an Intervening Event, (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals and (z) Acquiror agrees that if the Acquiror Shareholder Approvals shall not have been obtained at any such Acquiror Shareholders’ Meeting, then Acquiror shall promptly continue to use its reasonable best efforts to take actions, including the actions required by this Section 8.2(b), and hold additional Acquiror Shareholders’ Meetings in order to obtain the Acquiror Shareholder Approvals. Acquiror may only postpone or adjourn the Acquiror Shareholders Shareholders’ Meeting (xi) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approvals, (yii) for the absence of a quorum and (ziii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Parent Acquiror has determined in good faith after consultation with outside legal counsel is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Parent Acquiror Shareholders prior to the Acquiror Shareholders Shareholders’ Meeting.