Common use of Approval of Company Shareholders Clause in Contracts

Approval of Company Shareholders. (a) Simultaneously with the execution and delivery of this Agreement by the parties hereto, the Company shall have obtained the Shareholder Approval from each of the Company Shareholders who shall have executed and delivered a Voting Agreement concurrently with the execution of this Agreement, in a manner fully in accordance with, and without violation of, Applicable Law. (b) Prior to the Closing Date and at the earliest practicable date following the Agreement Date, and in accordance with Applicable Law, the Company’s Articles of Incorporation and Bylaws, each as amended to date, the Company shall solicit written consents from its shareholders (in addition to the Shareholder Approval received in accordance with Section 5.5(a) above) to obtain their approval of this Agreement and the Merger and/or provide notice of the prior receipt of the Shareholder Approval with respect to the Merger. In soliciting such written consent, the Board of Directors of the Company will recommend to the shareholders of the Company that they approve this Agreement and the Merger and shall use its reasonable best efforts to obtain the approval of the shareholders of the Company. The Company will prepare an information statement (the “Information Statement”) with respect to the solicitation of written consents to approve this Agreement, the Merger and related matters and/or the notice of the prior receipt of the Shareholder Approval with respect to the Merger. The Company shall give Parent and its representatives reasonable opportunity to review and comment on the Information Statement and the Company shall consider in good faith any comments that Parent or its representatives have with respect to the Information Statement. Parent shall promptly provide to the Company other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company or its counsel, may be required or appropriate for inclusion in the Information Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will distribute the Information Statement to the Company Shareholders. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement and mailing such amendment or supplement to the Company Shareholders. (c) The Company shall include in the Information Statement a proposal to be voted on by the Company Shareholders (other than “disqualified individuals” within the meaning of Section 280G of the Code and the regulations promulgated thereunder) in accordance with the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or other arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.5(c), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. (d) The Company shall obtain and deliver to Parent, prior to the mailing or delivery to the Company Shareholders of the Information Statement, a Parachute Payment Waiver substantially in the form attached hereto as Exhibit C (“Parachute Payment Waiver”) from each Person who the Company and Parent reasonably agree is, with respect to the Company and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure with respect to the 280G Proposal, and who the Company and Parent reasonably agree might otherwise receive, have received, or have the right or entitlement to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.5(d) of the Company Disclosure Schedule).

Approval of Company Shareholders. (a) Simultaneously with the execution and delivery of this Agreement by the parties hereto, the Company shall have obtained the Shareholder Approval from each of the Company Shareholders who shall have executed and delivered a Voting Agreement concurrently with the execution of this Agreement, in a manner fully in accordance with, and without violation of, Applicable Law. (b) Prior to the Closing Date and at the earliest practicable date following the Agreement Date, and in accordance with Applicable Law, the Company’s Articles of Incorporation and Bylaws, each as amended to date, the Company shall solicit written consents from its shareholders (in addition to the Shareholder Approval received in accordance with Section 5.5(a) above) to obtain their approval of this Agreement and the Merger and/or provide notice of the prior receipt of the Shareholder Approval with respect to the Merger. In soliciting such written consent, the Board of Directors of the Company will recommend to the shareholders of the Company that they approve this Agreement and the Merger and shall use its reasonable best efforts to obtain the approval of the shareholders of the Company. The Company will prepare an information statement (the “Information Statement”) with respect to the solicitation of written consents to approve this Agreement, the Merger and related matters and/or the notice of the prior receipt of the Shareholder Approval with respect to the Merger. The Company shall give Parent and its representatives reasonable opportunity to review and comment on the Information Statement and the Company shall consider in good faith any comments that Parent or its representatives have with respect to the Information Statement. Parent shall promptly provide to the Company other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company or its counsel, may be required or appropriate for inclusion in the Information Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will distribute the Information Statement to the Company Shareholders. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement and mailing such amendment or supplement to the Company Shareholders. (c) The Company shall include in the Information Statement a proposal to be voted on by the Company Shareholders (other than “disqualified individuals” within the meaning of Section 280G of the Code and the regulations promulgated thereunder) in accordance with the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or other arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.5(c), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. (di) The Company shall obtain and deliver a true and correct copy of the approval, authorization and adoption of this Agreement, the Ancillary Documents, the First Merger Documents, the Second Merger Documents and the other Transactions (including as required under the Cayman Companies Act and the Company Organizational Documents) by the affirmative vote of the holders of the requisite number of Company Ordinary Shares entitled to Parentvote thereon, prior to whether in person or by proxy, either (a) in the mailing form of a unanimous written resolution, or delivery to (b) in the form of a resolution passed at a duly convened and quorate meeting of the Company Shareholders of (the Information Statement“Company Shareholders Approval”), a Parachute Payment Waiver substantially in form and substance reasonably acceptable to Purchaser, in accordance with the form attached hereto Company’s Organizational Documents and applicable law, as Exhibit C promptly as reasonably practicable, but in any event within ten (“Parachute Payment Waiver”10) from each Person who Business Days after the Registration Statement becomes effective. The Company will use its reasonable best efforts to solicit the Company Shareholders Approval from the Company Shareholders, and Parent reasonably agree isto take all other action necessary or advisable to obtain the Company Shareholders Approval and to secure the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the Company Organizational Documents, as applicable. To the extent practicable, and in any event subject to the Company’s obligations under Law, the Company shall provide Purchaser with (1) reasonable updates to Purchaser regarding the status of and any issues arising with respect to obtaining the Company Shareholders Approval and (2) the right to review and discuss all material communication sent to Company Shareholders with respect to the Company and/or any ERISA AffiliateShareholders Approval. The Company shall comply in all material respects with Company Organizational Documents, a “disqualified individual” (within the meaning of Section 280G applicable provisions of the Code Cayman Companies Act and this Agreement in the regulations promulgated thereunder), as determined immediately prior to the initiation distribution of the requisite shareholder approval procedure with respect to the 280G Proposal, and who the Company and Parent reasonably agree might otherwise receive, have received, or have the right or entitlement to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.5(d) any solicitation of the Company Disclosure Schedule)Shareholders Approval. (ii) The Company Board has recommended that the Company Shareholders vote in favor of the Company Special Resolution or execute and deliver the Company Shareholders Approval (the “Company Board Recommendation”) and (b) neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation. Promptly following the execution of this Agreement, Pubco shall approve and adopt this Agreement, authorize the First Merger Plan of Merger and the Second Merger Plan of Merger, and approve the Transactions, as the sole shareholder of the First Merger Sub and Second Merger Sub.

Approval of Company Shareholders. (ai) Simultaneously with The Company shall seek the execution and delivery of this Agreement ordinary or special resolution (as required by the parties hereto, Company Governing Documents or the Company shall have obtained the Shareholder Approval from each Cayman Companies Act) passed at a duly convened and quorate meeting of the Company Shareholders who shall have executed (the “Company Shareholder Resolution”), in favor of the approval, authorization and delivered a Voting Agreement concurrently with the execution adoption of this Agreement, in a manner fully in accordance with, and without violation of, Applicable Law. (b) Prior to the Closing Date and at the earliest practicable date following the Agreement Date, and in accordance with Applicable LawAncillary Agreements, the Company’s Articles plan of Incorporation and Bylaws, each as amended to datemerger, the Company shall solicit written consents from its shareholders (in addition to the Shareholder Approval received in accordance with Section 5.5(a) above) to obtain their approval of this Agreement Merger and the Merger and/or provide notice of other Transactions (including as required under the prior receipt of the Shareholder Approval with respect to the Merger. In soliciting such written consent, the Board of Directors of Cayman Companies Act and the Company Governing Documents) as promptly as reasonably practicable, but in any event within forty (40) days after the Proxy/Registration Statement becomes effective. The Company will recommend to the shareholders of the Company that they approve this Agreement and the Merger and shall use its reasonable best efforts to solicit the Company Shareholder Resolution from the Company Shareholders, and to take all other action necessary or advisable to obtain the approval Company Shareholder Resolution and to secure the vote or consent of the its shareholders of the Company. The Company will prepare an information statement (the “Information Statement”) required by and in compliance with respect to the solicitation of written consents to approve this Agreement, the Merger and related matters and/or the notice of the prior receipt of the Shareholder Approval with respect to the Merger. The Company shall give Parent and its representatives reasonable opportunity to review and comment on the Information Statement all applicable Law or Nasdaq rules and the Company shall consider in good faith any comments Governing Documents; provided that Parent or its representatives have with respect to the Information Statement. Parent shall promptly provide to the Company other such information concerning its business and financial statements and affairs as, in the reasonable judgment none of the Company or any of its counsel, may Affiliates shall be required to pay or appropriate for inclusion provide any additional consideration to any Company Shareholder in order to obtain the Information StatementCompany Shareholder Resolution. As soon as reasonably To the extent practicable after and subject to the execution of this AgreementCompany’s obligations under Law, the Company will distribute shall provide SPAC with reasonable updates to SPAC regarding the Information Statement status of and any issues arising with respect to obtaining the Company Shareholders. Whenever any event occurs which should be set forth in an amendment or supplement Shareholder Resolution and the right to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence review and cooperate in making any appropriate amendment or supplement and mailing such amendment or supplement discuss all material communication sent to the Company Shareholders. (c) The Company shall include in the Information Statement a proposal to be voted on by the Company Shareholders (other than “disqualified individuals” within the meaning of Section 280G of the Code and the regulations promulgated thereunder) in accordance with the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or other arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.5(c), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. (d) The Company shall obtain and deliver to Parent, prior to the mailing or delivery to the Company Shareholders of the Information Statement, a Parachute Payment Waiver substantially in the form attached hereto as Exhibit C (“Parachute Payment Waiver”) from each Person who the Company and Parent reasonably agree is, with respect to the Company and/or any ERISA AffiliateShareholder Resolution. The Company shall comply in all material respects with Company Governing Documents, a “disqualified individual” (within the meaning of Section 280G applicable provisions of the Code Cayman Companies Act and this Agreement in the regulations promulgated thereunder), as determined immediately prior to the initiation distribution of the requisite shareholder approval procedure with respect to the 280G Proposal, and who the Company and Parent reasonably agree might otherwise receive, have received, or have the right or entitlement to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.5(d) any solicitation of the Company Disclosure Schedule)Shareholder Resolution. (ii) The Company Board has recommended that the Company Shareholders vote in favor of the Company Shareholder Resolution; and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, such Company Board recommendation.

Approval of Company Shareholders. The Company shall cause a meeting of its shareholders (athe “Shareholder Meeting”) Simultaneously to be duly called and held as soon as reasonably practicable, with the execution written notice thereof to be given and delivery a summary of this Agreement by the parties hereto, the Company shall have obtained the Shareholder Approval from each of the Company Shareholders who shall have executed and delivered a Voting Agreement concurrently with the execution of this Agreement, in a manner fully in accordance with, and without violation of, Applicable Law. (b) Prior any other relevant disclosure information to the Closing Date and at the earliest practicable date following the Agreement Date, and be provided in accordance with Applicable Lawapplicable law, for the Company’s Articles purpose of Incorporation voting on (i) the approval and Bylaws, each as amended to date, the Company shall solicit written consents from its shareholders (in addition to the Shareholder Approval received in accordance with Section 5.5(a) above) to obtain their approval adoption of this Agreement and the Merger and/or provide notice of Merger, (ii) any other matters submitted to the prior receipt shareholders in connection with the transactions contemplated hereby (collectively, the “Shareholder Proposals”). Notwithstanding the foregoing, the Company may take such actions as are required by applicable law to obtain the written consent (in lieu of the Shareholder Approval with respect to the Merger. In soliciting such written consent, the Board Meeting) of Directors of the Company will recommend to the shareholders of the Company that they approve this Agreement to the approval and adoption of the Merger Shareholder Proposals as soon as reasonably practicable following the date hereof. The directors of the Company shall recommend approval and shall adoption of the Shareholder Proposals by the Shareholders of the Company. In connection with the Shareholder Meeting or the solicitation of written consents in lieu thereof, the Company will use its reasonable best efforts to obtain the approval of the necessary approvals by its shareholders of the Company. The Company Shareholder Proposals and will prepare an information statement (otherwise comply with all legal requirements applicable to the “Information Statement”) with respect to Shareholder Meeting or the solicitation of written consents to approve this Agreement, the Merger and related matters and/or the notice of the prior receipt of the Shareholder Approval with respect to the Mergerin lieu thereof. The Company shall give provide Parent and its representatives reasonable with the opportunity to review and comment provide comments on such disclosure information at a reasonable time prior to the Information Statement circulation of such materials to the Shareholders and the Company shall consider will in good faith any consider all comments that made by Parent. Such disclosure information will be prepared by the Company and be in form and substance reasonably satisfactory to Parent, with indication of such satisfaction not to be unreasonably withheld or delayed; provided, however, if Parent or its representatives have with respect to the Information Statement. Parent shall promptly provide has not indicated to the Company other whether it is satisfied with such disclosure information concerning its within five business and financial statements and affairs as, in the reasonable judgment days of the Company or its counsel, may be required or appropriate for inclusion in the Information Statement. As soon as reasonably practicable after the execution Parent’s receipt of this Agreement, the Company will distribute the Information Statement to the Company Shareholders. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other a materially complete draft of such occurrence and cooperate in making any appropriate amendment or supplement and mailing disclosure information, Parent shall be deemed to have indicated such amendment or supplement to the Company Shareholderssatisfaction. (c) The Company shall include in the Information Statement a proposal to be voted on by the Company Shareholders (other than “disqualified individuals” within the meaning of Section 280G of the Code and the regulations promulgated thereunder) in accordance with the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or other arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.5(c), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. (d) The Company shall obtain and deliver to Parent, prior to the mailing or delivery to the Company Shareholders of the Information Statement, a Parachute Payment Waiver substantially in the form attached hereto as Exhibit C (“Parachute Payment Waiver”) from each Person who the Company and Parent reasonably agree is, with respect to the Company and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure with respect to the 280G Proposal, and who the Company and Parent reasonably agree might otherwise receive, have received, or have the right or entitlement to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.5(d) of the Company Disclosure Schedule).