Common use of Acquiror Shareholders’ Meeting Clause in Contracts

Acquiror Shareholders’ Meeting. (a) The Acquiror shall take all action necessary and within its powers under applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Acquiror Common Stock to vote on the Acquiror Shareholder Approval Matter (such meeting, the “Acquiror Shareholders’ Meeting”). The Acquiror Shareholders’ Meeting shall be held as promptly as practicable after the S-4 Effective Date. The Acquiror shall take reasonable measures to ensure that all proxies solicited in connection with the Acquiror Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. (b) The Acquiror agrees that, subject to Section 5.3(c): (i) the Board of Directors of the Acquiror shall recommend that the holders of Acquiror Common Stock vote to approve the Acquiror Shareholder Approval Matter and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 5.3(a) above, (ii) the Proxy Statement/Prospectus/Information Statement shall include a statement to the effect that the Board of Directors of the Acquiror recommends that the Acquiror’s shareholders vote to approve the Acquiror Shareholder Approval Matter (the recommendation of the Board of Directors of the Acquiror that the Acquiror’s shareholders vote to approve the Acquiror Shareholder Approval Matter being referred to as the “Acquiror Board Recommendation”); and (iii) the Acquiror Board Recommendation shall not be withdrawn or modified in a manner adverse to the Company, and no resolution by the Board of Directors of the Acquiror or any committee thereof to withdraw or modify the Acquiror Board Recommendation in a manner adverse to the Company shall be adopted or proposed. (c) Notwithstanding anything to the contrary contained in Section 5.3(b), at any time prior to the approval of the issuance of Acquiror Common Stock in the Merger by the shareholders of the Acquiror by the Required Acquiror Shareholder Vote, the Board of Directors of the Acquiror may withhold, amend, withdraw or modify the Acquiror Board Recommendation in a manner adverse to the Company if, but only if the Board of Directors of the Acquiror determines in good faith, based on such matters as it deems relevant following consultation with its outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would result in a breach of its fiduciary duties under applicable Legal Requirements; provided, that the Company receives written notice from the Acquiror confirming that the Board of Directors of the Acquiror has determined to change its recommendation at least two (2) Business Days in advance of the Acquiror Board Recommendation being withdrawn, withheld, amended or modified in a manner adverse to the Company. (d) The Acquiror’s obligation to call, give notice of and hold the Acquiror Shareholders’ Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected by any withdrawal or modification of the Acquiror Board Recommendation. (e) Nothing contained in this Agreement shall prohibit the Acquiror or its Board of Directors from complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however, that any disclosure made by the Acquiror or its Board of Directors pursuant to Rules 14d-9 and 14e-2(a) shall be limited to a statement that the Acquiror is unable to take a position with respect to the bidder’s tender offer unless the Board of Directors of the Acquiror determines in good faith, after consultation with its outside legal counsel, that such statement would result in a breach of its fiduciary duties under applicable Legal Requirements. The Acquiror shall not withdraw or modify in a manner adverse to the Company the Acquiror Board Recommendation unless specifically permitted pursuant to the terms of Section 5.3(c).

Acquiror Shareholders’ Meeting. (a) The As promptly as reasonably practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, and, in any event, within 30 days of the effectiveness of the Registration Statement / Proxy Statement, Acquiror shall take all action necessary and within its powers under applicable Legal Requirements to call, (i) duly give notice of and (ii) duly convene and hold a meeting of the holders Pre-Closing Acquiror Holders (the “Acquiror Shareholders Meeting”), in each case, in accordance with the Governing Documents of Acquiror Common Stock to vote on and applicable Law, for the purposes of obtaining the Acquiror Shareholder Approval Matter and, if applicable, any approvals related thereto and providing the Pre-Closing Acquiror Holders with the opportunity to elect to effect an Acquiror Shareholder Redemption. Acquiror shall, through its board of directors, recommend to the Pre-Closing Acquiror Holders the (A) adoption and approval of this Agreement and the transactions contemplated hereby and include such meetingrecommendation in the Registration Statement / Proxy Statement (the “Business Combination Proposal”), (B) approval of the Mergers, (C) approval of the issuance of the Stock Consideration and Earn Out Shares pursuant to ‎Article 2, (D) adoption and approval of an incentive equity plan mutually agreed by the Company and the Acquiror acting reasonably and in good faith within the 30-day period following the date of this Agreement that provides for grant of awards to employees and other service providers of the Initial Surviving Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on Acquiror Common Shares with a total pool of awards of Acquiror Common Shares equal to the New Incentive Plan Size (“New Incentive Plan”), (E) adoption and approval of the Acquiror Charter in substantially the form attached as Exhibit E hereto, (F) appointment of the Sponsor Director, the “CURO Directors, the Tribeca Director, the Xxxxxxxx Director, the CEO Director and the Additional Independent Director to the Acquiror Shareholders’ Meeting”Board in accordance with ‎Section 5.18(b) and ‎Section 5.18(c). The , respectively, and the designation of the classes of such appointees to the Acquiror Shareholders’ Meeting shall be held Board, (G) adoption and approval of any other proposals as promptly either the SEC or Nasdaq (or the respective staff members thereof) may indicate are necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto, and of any other proposals reasonably agreed by Acquiror and the Company as practicable after the S-4 Effective Date. The Acquiror shall take reasonable measures to ensure that all proxies solicited necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, and (H) 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 (A) through (E), the “Required Transaction Proposals”, and, together with proposals (F) through (H), the “Transaction Proposals”). Acquiror may postpone or adjourn the Acquiror Shareholders Meeting are solicited in compliance with all (x) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (y) for the absence of a quorum or (z) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Acquiror has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Legal RequirementsLaw and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Acquiror Holders prior to the Acquiror Shareholders Meeting. (b) The Acquiror agrees thatAs promptly as reasonably practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, subject to Section 5.3(c): (i) the Board of Directors and, in any event, within five days of the effectiveness of the Registration Statement / Proxy Statement, Acquiror shall recommend that the holders of Acquiror Common Stock vote take all actions necessary under applicable law to approve the Acquiror Shareholder Approval Matter obtain, and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 5.3(a) above, (ii) the Proxy Statement/Prospectus/Information Statement shall include a statement to the effect that the Board of Directors of the Acquiror recommends that the Acquiror’s shareholders vote to approve the Acquiror Shareholder Approval Matter (the recommendation of the Board of Directors of the Acquiror that the Acquiror’s shareholders vote to approve the Acquiror Shareholder Approval Matter being referred to then deliver as the “Acquiror Board Recommendation”); and (iii) the Acquiror Board Recommendation shall not be withdrawn or modified in a manner adverse promptly as practicable thereafter to the Company, the Merger Sub 1 Sole Stockholder Approval and no resolution the Merger Sub 2 Sole Member Approval by the Board of Directors irrevocable written consent pursuant to (i) Sections 228(a) and 251(c) of the Acquiror or any committee thereof to withdraw or modify DGCL and the Acquiror Board Recommendation in a manner adverse to the Company shall be adopted or proposed. Merger Sub 1’s Governing Documents and (cii) Notwithstanding anything to the contrary contained in Section 5.3(b), at any time prior to the approval Sections 1-402(d) and 18-209 of the issuance of Acquiror Common Stock in the DE LLC and Merger by the shareholders of the Acquiror by the Required Acquiror Shareholder Vote, the Board of Directors of the Acquiror may withhold, amend, withdraw or modify the Acquiror Board Recommendation in a manner adverse to the Company if, but only if the Board of Directors of the Acquiror determines in good faith, based on such matters as it deems relevant following consultation with its outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would result in a breach of its fiduciary duties under applicable Legal Requirements; provided, that the Company receives written notice from the Acquiror confirming that the Board of Directors of the Acquiror has determined to change its recommendation at least two (Sub 2) Business Days in advance of the Acquiror Board Recommendation being withdrawn, withheld, amended or modified in a manner adverse to the Company’s Governing Documents. (d) The Acquiror’s obligation to call, give notice of and hold the Acquiror Shareholders’ Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected by any withdrawal or modification of the Acquiror Board Recommendation. (e) Nothing contained in this Agreement shall prohibit the Acquiror or its Board of Directors from complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however, that any disclosure made by the Acquiror or its Board of Directors pursuant to Rules 14d-9 and 14e-2(a) shall be limited to a statement that the Acquiror is unable to take a position with respect to the bidder’s tender offer unless the Board of Directors of the Acquiror determines in good faith, after consultation with its outside legal counsel, that such statement would result in a breach of its fiduciary duties under applicable Legal Requirements. The Acquiror shall not withdraw or modify in a manner adverse to the Company the Acquiror Board Recommendation unless specifically permitted pursuant to the terms of Section 5.3(c).

Acquiror Shareholders’ Meeting. (ai) The As soon as reasonably practicable following the date the Form S-4 becomes effective, but in any event within five (5) Business Days, the Acquiror shall take all action necessary in accordance with the DGCL and within its powers under applicable Legal Requirements the Acquiror’s certificate of incorporation and bylaws to call, duly call and give notice of and hold a meeting of the holders of Acquiror Common Stock to vote on the Acquiror Shareholder Approval Matter shareholders meeting (such meetingincluding any adjournments or postponements thereof as Acquiror may deem necessary, the “Acquiror Shareholders’ Shareholders Meeting”). The ) for Acquiror Shareholders’ Shareholders to consider and vote upon the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby and by the Ancillary Agreement, and the Acquiror shall take all action necessary in accordance with the DGCL and the Acquiror’s articles of incorporation and bylaws to convene and hold such Acquiror Shareholders Meeting shall be held as promptly soon as reasonably practicable after following the S-4 Effective Date. giving of such notice, but in any event within 50 calendar days thereafter, excluding any adjournments or postponements thereof as Acquiror may deem necessary. (ii) The Acquiror shall take reasonable measures to ensure that all proxies solicited in connection with (A) through the Acquiror Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Board, unanimously recommend to Acquiror Shareholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby and by the Ancillary Agreement (b) The Acquiror agrees that, subject to Section 5.3(c): (i) the Board of Directors of the Acquiror shall recommend that the holders of Acquiror Common Stock vote to approve the Acquiror Shareholder Approval Matter and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 5.3(a) above, (ii) the Proxy Statement/Prospectus/Information Statement shall include a statement to the effect that the Board of Directors of the Acquiror recommends that the Acquiror’s shareholders vote to approve the Acquiror Shareholder Approval Matter (the recommendation of the Board of Directors of the Acquiror that the Acquiror’s shareholders vote to approve the Acquiror Shareholder Approval Matter being referred to as the “Acquiror Board Recommendation”); , (B) use its commercially reasonable efforts to solicit and obtain the Acquiror Shareholder Approval, and (iiiC) the Acquiror Board Recommendation shall not be withdrawn or modified in a manner adverse to the Company, and no resolution by the Board of Directors of the Acquiror or any committee thereof to withdraw or modify include the Acquiror Board Recommendation in a manner adverse to the Company shall be adopted or proposedJoint Proxy Statement. (ciii) Notwithstanding anything Nothing in this Section 5.5(b) shall be deemed to require the contrary contained Acquiror to waive any condition to closing set forth in Section 5.3(b), at any time prior 7.1 or Section 7.3 hereof or to restrict the approval of the issuance of Acquiror Common Stock in the Merger by the shareholders of the Acquiror by the Required Acquiror Shareholder Vote, the Board of Directors of the Acquiror may withhold, amend, withdraw or modify the Acquiror Board Recommendation in a manner adverse to the Company if, but only if the Board of Directors of the Acquiror determines in good faith, based on such matters as it deems relevant following consultation with its outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would result in a breach of its fiduciary duties under applicable Legal Requirements; provided, that the Company receives written notice from the Acquiror confirming that the Board of Directors of the Acquiror has determined to change its recommendation at least two (2) Business Days in advance of the Acquiror Board Recommendation being withdrawn, withheld, amended or modified in a manner adverse to the Company. (d) The Acquiror’s obligation right to call, give notice of and hold the Acquiror Shareholders’ Meeting terminate this Agreement in accordance with Section 5.3(a) shall not be limited or otherwise affected by any withdrawal or modification the provisions of the Acquiror Board Recommendationthis Agreement. (e) Nothing contained in this Agreement shall prohibit the Acquiror or its Board of Directors from complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however, that any disclosure made by the Acquiror or its Board of Directors pursuant to Rules 14d-9 and 14e-2(a) shall be limited to a statement that the Acquiror is unable to take a position with respect to the bidder’s tender offer unless the Board of Directors of the Acquiror determines in good faith, after consultation with its outside legal counsel, that such statement would result in a breach of its fiduciary duties under applicable Legal Requirements. The Acquiror shall not withdraw or modify in a manner adverse to the Company the Acquiror Board Recommendation unless specifically permitted pursuant to the terms of Section 5.3(c).

Acquiror Shareholders’ Meeting. (a) The Provided that the Company complies in all material respects with is obligations under Section 6.04 hereof, Acquiror shall take will use its reasonable best efforts to take, in accordance with applicable Law, NYSE rules and the Acquiror’s Organizational Documents, all action necessary and within its powers under applicable Legal Requirements to (i) duly call, give notice of of, convene and hold a meeting of the holders of Acquiror Common Stock to vote on the Acquiror Shareholder Approval Matter its shareholders (such meeting, the “Acquiror Shareholders’ Meeting”). The Acquiror Shareholders’ Meeting shall be held ) as promptly as reasonably practicable after the Registration Statement Effective Date (but in no event later than thirty (30) Business Days after the Registration Statement Effective Date) (and will disseminate the Proxy Statement/Registration Statement as promptly as practicable after the S-4 Registration Statement Effective Date. The Acquiror shall take reasonable measures ), to ensure that all proxies solicited in connection with consider and vote upon the Acquiror Shareholders’ Meeting are solicited in compliance with all applicable Legal Requirements. (b) The Acquiror agrees that, subject to Section 5.3(c): (i) the Board of Directors approval of the Acquiror shall recommend that the holders of Acquiror Common Stock Shareholder Matters and to cause such vote to approve the Acquiror Shareholder Approval Matter be taken and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 5.3(a) above, (ii) the Proxy Statement/Prospectus/Information Statement shall include a statement to the effect that the Board of Directors of provide the Acquiror recommends that Shareholders with the Acquiror’s shareholders vote opportunity to approve the elect to effect an Acquiror Shareholder Approval Matter (the recommendation of the Board of Directors of the Acquiror that the Acquiror’s shareholders vote to approve the Acquiror Shareholder Approval Matter being referred to as the “Acquiror Board Recommendation”); and (iii) the Acquiror Board Recommendation shall not be withdrawn or modified in a manner adverse to the Company, and no resolution by the Board of Directors of the Acquiror or any committee thereof to withdraw or modify the Acquiror Board Recommendation in a manner adverse to the Company shall be adopted or proposed. (c) Redemption. Notwithstanding anything to the contrary contained in Section 5.3(b)this Agreement, at any time prior Acquiror may only elect (after reasonable consultation with the Company) to postpone or adjourn such Acquiror Shareholders’ Meeting: (w) to the approval extent such postponement or adjournment is required by applicable Law, (x) to allow reasonable additional time for the filing or mailing of the issuance of Acquiror Common Stock in the Merger by the shareholders of the Acquiror by the Required Acquiror Shareholder Vote, the Board of Directors of the Acquiror may withhold, amend, withdraw any supplement or modify the Acquiror Board Recommendation in a manner adverse amendment to the Company if, but only if the Board of Directors of the Acquiror determines in good faith, based on such matters as it deems relevant following consultation with its outside legal counsel, Proxy Statement/Registration Statement that the failure to withhold, amend, withdraw or modify such recommendation would result in a breach board of its fiduciary duties under applicable Legal Requirements; provided, that the Company receives written notice from the Acquiror confirming that the Board directors of Directors of the Acquiror has determined in good faith (after consultation with outside legal counsel (including Cayman counsel)) is required by applicable Law and for such supplement or amendment to change its recommendation at least two (2) Business Days in advance of the be promptly disseminated and reviewed by Acquiror Board Recommendation being withdrawn, withheld, amended or modified in a manner adverse Shareholders prior to the Company. (d) The Acquiror’s obligation to call, give notice of and hold the Acquiror Shareholders’ Meeting for Acquiror Shareholders, (y) as of the time for which the Acquiror Shareholders’ Meeting is originally scheduled (as set forth in accordance with Section 5.3(athe Proxy Statement/Registration Statement) if there are insufficient shares of Acquiror Share represented (either in person or by proxy) and voting to approve the Acquiror Shareholder Matters or to constitute a quorum necessary to conduct the business of the Acquiror Shareholders’ Meeting or (z) if a postponement or adjournment is required to solicit additional proxies for the purpose of obtaining the Required Acquiror Shareholder Approval; provided that such meeting (I) 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 (except to the extent required by applicable Law or otherwise agreed to by the Company in writing) and (II) shall not be limited held later than fifteen (15) Business Days prior to the Termination Date. Unless the board of directors of Acquiror has effected a Change in Recommendation pursuant to, in strict compliance with and only as expressly permitted under Section 7.10(b), Acquiror shall, following the Registration Statement Effective Date, use its reasonable best efforts to take all actions necessary (in its discretion or otherwise affected at the reasonable request of the Company) to obtain the approval of the Acquiror Shareholder Matters at the Acquiror Shareholders’ Meeting, including as such Acquiror Shareholders’ Meeting may be adjourned or postponed in accordance with this Agreement, including by any withdrawal or modification soliciting from its shareholders proxies in favor of the Acquiror Shareholder Matters and including in the Proxy Statement/Registration Statement the Acquiror Board Recommendation. (e) Nothing contained in this Agreement . Each party shall prohibit keep the other party reasonably informed regarding all matters relating to the Acquiror or its Board of Directors from complying with Rules 14d-9 Shareholder Matters and 14e-2(a) promulgated under the Exchange Act; provided, however, that any disclosure made by the Acquiror Shareholders’ Meeting, including by promptly furnishing any voting or its Board proxy solicitation reports received by such party in respect of Directors pursuant to Rules 14d-9 such matters and 14e-2(a) shall be limited to a statement that the similar updates regarding any Acquiror is unable to take a position with respect to the bidder’s tender offer unless the Board of Directors of the Acquiror determines in good faith, after consultation with its outside legal counsel, that such statement would result in a breach of its fiduciary duties under applicable Legal Requirements. The Acquiror shall not withdraw or modify in a manner adverse to the Company the Acquiror Board Recommendation unless specifically permitted pursuant to the terms of Section 5.3(c)Shareholder Redemptions.