Common use of Approval of Shareholders Clause in Contracts

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx shall, through its Board of Directors, duly call, give notice of, convene and hold the Shareholder Meeting for the purpose of voting on the adoption of this Agreement (the "Shareholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a second

Approval of Shareholders. IBSF will (ai) To the extent required by applicable xxx, Xxxxx shall, through its Board of Directors, take all steps necessary duly call, give notice of, convene and hold the Shareholder Meeting for the purpose of voting on the adoption of this Agreement (the "Shareholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting meeting of the shareholders of IBSF (the "Shareholders Meeting") for the purpose of voting on securing the adoption approval of shareholders of this Agreement. Such second Shareholder , (ii) subject to the qualification set forth in Section 5.3 hereof and the right not to make a recommendation or to withdraw a recommendation if (x) its investment banker withdraws its fairness opinion prior to the Shareholders' Meeting shall or (y) IBSF's Board of Directors, after consulting with counsel, determines in the exercise of its fiduciary duties that such recommendation should not be held made or should be withdrawn, recommend to the shareholders of IBSF the approval of this Agreement and the transactions contemplated hereby and use its reasonable best efforts to obtain, as soon promptly as reasonably practicable after the date practicable, such approval, and (iii) cooperate and consult with HUBCO with respect to each of the foregoing matters. If it becomes necessary under Nasdaq rules or applicable laws to obtain HUBCO shareholder approval, HUBCO shall take all steps necessary to obtain the approval of its shareholders as promptly as possible. In connection therewith, HUBCO shall (i) take all steps necessary to duly call, give notice from Buyer and convene a meeting of its shareholders for such purpose, and (ii) subject to Xxxxx the right not to make a recommendation or to withdraw a recommendation if HUBCO's Board of Directors, after consulting with counsel, determines in which Buyer notifies Xxxxx the exercise of its fiduciary duties that Buyer desires Xxxxx such recommendation should not be made or should be withdrawn, recommend to call a secondthe shareholders of HUBCO the approval of this Agreement and the transactions contemplated hereby and use its reasonable best efforts to obtain, as promptly as practicable, such approval.

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx Corel shall, through its Board of Directors, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its shareholders (the Shareholder Meeting "Corel Shareholders' Meeting") for the purpose of voting on the adoption issuance of Corel Common Stock, and the approval of a stock option plan for the grant of options to acquire Corel Common Stock; each as contemplated by this Agreement (the "Corel Shareholders' ApprovalProposals") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to Unless it determines based upon the extent legally required for advice of outside counsel that doing so would violate the discharge Board of its Directors' fiduciary duties as reflected in a written opinion of independent legal counselto shareholders imposed by law, Xxxxx Corel shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx Corel that the shareholders of Xxxxx adopt this Agreement and Corel approve the MergerCorel Shareholders' Proposals by the requisite majorities (the "Corel Shareholders' Approval"), and shall use all its reasonable best efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of viewCorel Shareholders' Approval. At such meeting, Buyer Inprise shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Corel Common Stock, if any, Stock then owned by Buyer Inprise or any such Subsidiary to be voted in favor of the Corel Shareholders' Proposals. (b) Inprise shall, through its Board of Directors as promptly as practicable after the Registration Statement is declared effective under the Securities Act, duly call, give notice of, convene and hold a meeting of its shareholders (the "Inprise Shareholders' Meeting" and, together with the Corel Shareholders' Meeting, the "Shareholders' Meetings") for the purpose of voting on the approval of the Merger and the approval and adoption of this Agreement (the "Inprise Shareholders' Approval"). Unless it determines, based upon the advice of outside counsel that doing so would violate the Board of Directors' fiduciary duties to shareholders imposed by law, Inprise shall, through its Board of Directors; include in the Proxy Statement the recommendation of the Board of Directors of Inprise that the shareholders of Inprise approve the Merger and approve and adopt this Agreement, and shall use its reasonable best efforts to obtain such adoption. At such meeting, Corel shall, and shall cause its Subsidiaries to, cause all shares of Inprise Common Stock then owned by Corel or any such Subsidiary to be voted in favor of the adoption of this Agreement. (bc) Not earlier than five days, Corel and not later than three days, prior Inprise shall coordinate and cooperate with respect to the day timing of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx Shareholders' Meetings and shall provide a notice use their reasonable best efforts to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor cause both of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting Shareholders' Meetings to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting held on the adoption of this Agreement. Such second Shareholder Meeting shall be held same day and as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a secondhereof.

Approval of Shareholders. (a) To Parent shall, through its Board of Directors , duly call, give notice of, convene and hold an extraordinary general meeting of its shareholders (the extent "Parent Shareholders' Meeting"), for the purpose of voting to approve the Merger in accordance with this Agreement and any resolutions necessary or appropriate to enable Parent to implement the same (the "Parent Shareholders' Approval"). Unless the Board of Directors of Parent, based upon the advice of their outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, would result in a breach their fiduciary duties to shareholders under applicable law, Parent shall include in the Circular the recommendation of the Board of Directors of Parent that the shareholders of Parent approve such matters, and shall use its commercially reasonable efforts to obtain such approval. In connection with the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after the date of this Agreement and in accordance with the listing rules of the LSE, prepare and submit to the LSE for approval the Circular and Listing Particulars, and shall use its commercially reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the listing rules of the LSE and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required by applicable xxxin connection therewith, Xxxxx resolicit votes. Parent shall give the Company and its counsel the opportunity to review the Circular and the Listing Particulars before the same are published. The Company agrees to cooperate with Parent in the preparation of the Circular and the Listing Particulars including providing such information with respect to the Company and its Subsidiaries as may be required to be disclosed therein. (b) The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the Shareholder Meeting "Company Stockholders' Meeting") for the purpose of voting on the adoption approval of the Merger in accordance with this Agreement (the "ShareholdersCompany Stockholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments)hereof. Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx The Company shall, through its Board of Directors, unless the Board of Directors of the Company, based upon the advice of its outside counsel, determines in good faith that the taking of such action would result in a breach of its fiduciary duties under applicable law (i) include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx the Company that the shareholders stockholders of Xxxxx adopt this Agreement and the Company approve the Mergersuch matters, and shall (ii) use all its commercially reasonable efforts to obtain such adoption approval. The Company shall consult and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and discuss in good faith with Parent regarding the alternatives available for obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this AgreementStockholders' Approval. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a second

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx Parent shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its shareholders (the Shareholder "Parent Shareholders' Meeting") for the purpose of voting on the Parent Proposal (the "Parent Shareholders' Approval"), Parent shall, through its Board of Directors, include in the circular to shareholders convening the Parent Shareholders' Meeting the recommendation of the Board of Directors of Parent that the shareholders of Parent approve the Parent Proposal. (b) The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders' Meeting" and, together with the Parent Shareholders' Meeting, the "Shareholders Meetings") for the purpose of voting on the adoption of this Agreement (the "Company Shareholders' Approval") as soon as reasonably practicable after consummation of ), and shall use its reasonable best efforts to solicit proxies from Company shareholders in order to obtain the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments)Company Shareholders' Approval. Except to as provided in the extent legally required for next sentence, the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx Company shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx the Company that the shareholders of Xxxxx the Company adopt this Agreement and approve Agreement. The Board of Directors of the Merger, and Company shall use all reasonable efforts be permitted to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. (a) not recommend to the effect Company's shareholders that they give the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer Company Shareholders' Approval or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior withdraw or modify in a manner adverse to Parent its recommendation to the day Company's shareholders that they give the Company Shareholders' Approval (including in connection with its recommendation of a Superior Company Transaction), but in either case only (x) if and to the extent that (i) a bona fide unsolicited written proposal for a Superior Company Transaction not subject to any financing condition is pending at such time from a person with sufficient financial resources to consummate such pending Superior Company Transaction and (ii) the Board of Directors of the Shareholder Meeting (if such Shareholder Meeting Company determines in its good faith judgment that it is required necessary to so fail to recommend, or to so withdraw or modify its recommendation, in order to comply with its fiduciary duties to shareholders under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx determination shall be obligated to, through its Board of Directors, duly call, give notice based upon the advice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a second

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx Parent shall, through its Board of Directors, duly call, give notice of, convene and hold a general meeting of its shareholders (the Shareholder Meeting "Parent Shareholders' Meeting"), for the purpose of voting on the adoption approval of this Agreement the Merger and other transactions contemplated hereby (the "Parent Shareholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject hereof. Subject to unavoidable delays in receiving comments from fiduciary obligations and the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge requirements of its fiduciary duties as reflected in a written opinion of independent legal counselapplicable law, Xxxxx shall, through its Board of Directors, Parent shall include in the Proxy Statement Circular the recommendation of the Board of Directors of Xxxxx Parent that the shareholders Shareholders of Xxxxx adopt this Agreement and Parent approve the MergerMerger and the other transactions contemplated hereby, and shall use all its reasonable efforts endeavors to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause approval in accordance with its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreementusual practices. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated toThe Company shall, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting meeting of its shareholders (the "Company Shareholders' Meeting") for the purpose of voting on the adoption approval of this Agreement. Such second Shareholder Meeting shall be held the Merger and other transactions contemplated hereby (the "Company Shareholders' Approval") as soon as reasonably practicable after the date hereof; provided, however, that if the scheduled meeting date for the Company's annual shareholders' meeting is within thirty (30) days of the notice from Buyer planned date of the Company Shareholders Meeting, the Company may accomplish the purposes of the Company Shareholders Meeting at the annual shareholders' meeting. Subject to Xxxxx the fiduciary duties of its Board of Directors and the requirements of applicable law, the Company shall include in which Buyer notifies Xxxxx the Proxy Statement the recommendation of the Board of Directors of the Company that Buyer desires Xxxxx the Shareholders of the Company approve the Merger and the other transactions contemplated hereby, and shall use its reasonable best efforts to call a secondobtain such approval.

Approval of Shareholders. (a) To Subject to the extent required by applicable xxxeffectiveness of the Registration Statement (defined in Section 6.2 below), Xxxxx shall, through Fidelity shall cause a meeting of its Board of Directors, duly call, give notice of, convene and hold the Shareholder Meeting for the purpose of voting on the adoption of this Agreement shareholders (the "Shareholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the “Fidelity Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meetingMeeting”) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable possible, but no later than sixty (60) days after the effectiveness of the Registration Statement, for the purpose of considering the approval of the Merger and adoption of this Agreement. Fidelity shall cause to be distributed to each shareholder of record of Fidelity (according to the transfer records of Fidelity as of the record date for the Fidelity Shareholder Meeting), such material required by applicable statutes and regulations including but not limited to a copy of the joint Prospectus/Proxy Statement (the “Proxy Statement”) to be prepared by Eagle in connection with the Merger and to be included in the Registration Statement. The Proxy Statement shall be mailed by Fidelity on the date (the “Mailing Date”) at least twenty (20) business days prior to the date of the notice from Buyer Fidelity Shareholder Meeting. Except as contemplated by Section 6.12, the Board of Directors of Fidelity shall recommend to Xxxxx its shareholders that they vote the shares held by them to approve the Merger and to adopt this Agreement and Fidelity shall use its best efforts in which Buyer notifies Xxxxx good faith to obtain its shareholders’ approval of the Merger in accordance with Maryland law. (b) Subject to the effectiveness of the Registration Statement, Eagle shall cause a meeting of its shareholders (the “Eagle Shareholder Meeting” and together with the Fidelity Shareholder Meeting, the “Shareholder Meetings”) to be held as soon as reasonably possible, but no later than sixty (60) days after the effectiveness of the Registration Statement, for the purpose of considering the approval of the issuance of shares of Eagle Common Stock pursuant to this Agreement. Eagle shall cause to be distributed to each shareholder of record of Eagle (according to the transfer records of Eagle as of the record date for the Eagle Shareholder Meeting), such material required by applicable statutes and regulations including but not limited to a copy of the Proxy Statement. The Proxy Statement shall be mailed by Eagle on the Mailing Date. The Board of Directors of Eagle shall recommend to its shareholders that Buyer desires Xxxxx they vote the shares held by them to call a secondapprove the issuance of shares of Eagle Common Stock pursuant to this Agreement and Eagle shall use its best efforts in good faith to obtain its shareholders’ approval of the Merger in accordance with Maryland law and the listing requirements of Nasdaq.

Approval of Shareholders. (a) To As soon as reasonably practicable after the extent required by applicable xxxdate hereof, Xxxxx Parent shall, through its Board of Directors, duly call, give notice of, convene and hold an extraordinary general meeting of its shareholders (the Shareholder Meeting "Parent Shareholders' Meeting"), for the purpose of voting on to approve the adoption of Merger in accordance with this Agreement and any resolutions necessary or appropriate to enable Parent to implement the same (the "Parent Shareholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except Unless the Board of Directors of Parent, based upon the advice of their independent professional advisors, including legal advisors, determines in good faith that making such recommendation, or failing to the extent legally required for the discharge amend, modify or withdraw any previously made recommendation, could reasonably be expected to result in a breach of its their fiduciary duties as reflected in a written opinion of independent legal counselto shareholders imposed by law, Xxxxx shall, through its Board of Directors, Parent shall include in the Proxy Statement Circular the recommendation of the Board of Directors of Xxxxx Parent that the shareholders of Xxxxx adopt this Agreement and Parent approve the Mergersuch matters, and shall use all its commercially reasonable efforts to obtain such adoption approval. In connection with the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after the date of this Agreement and approvalin accordance with the Listing Rules, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer prepare and obtaining the opinion of XxXxxxxx & Company Securities, Inc. submit to the effect that UKLA for approval the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shallCircular and Listing Particulars, and shall cause use its commercially reasonable efforts to have such documents formally approved by the UKLA and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular and Listing Particulars to its shareholders in compliance with all legal requirements applicable to the Parent Shareholders' Meeting and the Listing Rules and (ii) if necessary thereafter, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. Parent shall give the Company and its counsel the opportunity to review the Circular and the Listing Particulars before the same is published. The Company agrees to cooperate with Parent in the preparation of the Parent Disclosure Documents including providing such information with respect to the Company and its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary as may be reasonably required to be voted in favor of the adoption of this Agreementdisclosed therein. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated toThe Company shall, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting meeting of its stockholders for the purpose of voting on the adoption approval of the Merger in accordance with this Agreement. Such second Shareholder Meeting shall be held Agreement (the "Company Stockholders' Meeting") as soon as reasonably practicable after the date hereof. In lieu of the notice from Buyer Company Stockholders' Meeting, the Company may provide a duly authorized written consent of its stockholders in accordance with Section 228 of the Delaware General Corporation Law. The Company shall, through its Board of Directors, include in any materials delivered to Xxxxx in which Buyer notifies Xxxxx the stockholders of the Company the recommendation of the Board of Directors of the Company that Buyer desires Xxxxx the stockholders of the Company approve such matters, and shall use its commercially reasonable efforts to call a secondobtain such approval (the "Company Stockholders' Approval").

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx 1. The Seller Parent shall, through its Board of Directors, duly call, give notice of, convene and hold a general meeting of its ordinary shareholders (the Shareholder Meeting “Seller Parent Shareholders’ Meeting”), for the purpose of voting on and approving the adoption of this Agreement Share Purchase (the "“Seller Parent Shareholders' ’ Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments”). Except Subject to Section 5.2(b), the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx Seller Parent shall, through its Board of Directors, include in the Proxy Statement Circular the recommendation of the Board of Directors of Xxxxx the Seller Parent that the shareholders of Xxxxx adopt this Agreement and the Seller Parent approve the Merger, and Share Purchase. The Seller Parent shall use all its reasonable best efforts to obtain such adoption approval as promptly as practicable but, in any event, on or before August 1, 2005, but the failure to obtain such approval shall not, in and approvalof itself, including utilizing be deemed to be a proxy solicitation firm breach of this Agreement. 2. The recommendation of the Board of Directors of the Seller Parent included in the Circular (or if such Circular has not been dispatched, the resolution of the Board of Directors of the Seller Parent described in the first sentence of the second paragraph of Section 2.3) may be withdrawn if the Board of Directors of the Seller Parent determines in good faith that is the failure to withdraw such recommendation (or resolution) could reasonably acceptable be expected to Buyer result in a breach of its fiduciary duties by reason of an unsolicited bona fide Alternative Proposal having been made; provided, that: a. in making its determination, the Board of Directors of the Seller Parent shall conclude that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and, in that regard, the Seller Parent shall take advice from and obtaining have regard to the opinion of XxXxxxxx & Company Securities, Inc. its financial advisors; b. such Board of Directors has reasonably concluded in good faith that such Alternative Proposal is more favorable to the effect Seller Parent than the Share Purchase contemplated hereby; c. such Board of Directors shall have been advised by its external legal counsel as to its applicable fiduciary duties and shall have been advised that a failure to withdraw such resolution or recommendation as a result of such Alternative Proposal could reasonably result in a breach of its fiduciary duties; and d. prior to any such withdrawal, the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer Seller Parent shall, and shall cause its Subsidiaries respective financial and legal advisors to, cause all shares of Xxxxx Common Stock, if any, then owned by negotiate with the Buyer or any to make such Subsidiary to be voted adjustments in favor of the adoption terms and conditions of this AgreementAgreement as would enable the Seller Parent and the Seller to proceed with the transactions contemplated herein on such adjusted terms. 3. In connection with the Seller Parent Shareholders’ Meeting, (bi) Not earlier than five days, the Seller Parent shall promptly publish the Circular and not later than three days, prior dispatch the Circular to its shareholders in compliance with all legal requirements applicable to the day of Seller Parent Shareholders’ Meeting and the Shareholder Meeting Listing Rules and (ii) if such Shareholder Meeting is required under applicable law)necessary, Xxxxx shall provide a notice to Buyer stating after the number of Xxxxx Common Shares for which validCircular has been so dispatched, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer publish or circulate amended, supplemental or supplemented materials and, if after such consultation Buyer so requestsrequired in connection therewith, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Mergerresolicit votes. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and Seller Parent Shareholders’ Approval is not obtained without the Merger at vote having been taken on the Shareholder date on which the Seller Parent Shareholders’ Meeting or any adjournment thereof receives is initially convened, the affirmative vote of less than 66- 2/3% of all shares entitled Seller Parent agrees to vote for use its reasonable best efforts to adjourn such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Seller Parent Shareholders’ Meeting for the purpose of voting on obtaining the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after Seller Parent Shareholders’ Approval and to use reasonable best efforts during any such adjournments to promptly obtain the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a secondSeller Parent Shareholders’ Approval.

Approval of Shareholders. (a) To The Company shall take all actions ------------------------ necessary in accordance with the extent required by applicable xxx, Xxxxx shall, through CGCL and its Board Articles of Directors, duly call, give notice of, convene Incorporation and hold the Shareholder Meeting for the purpose of voting on the adoption of this Agreement (the "Shareholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior bylaws to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting meeting of or solicit written consents from its shareholders (including, if necessary, a separate meeting of holders of the Series A Preferred Stock) as promptly as practicable to obtain their vote or written consent for the purpose adoption and approval of voting on this Agreement and the transactions contemplated hereby (the "Shareholder Proceedings"). The shareholder vote or the written consents required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the CGCL and the Company's Articles of Incorporation and bylaws. The Company will, through the Company Board, recommend to its shareholders approval of such matters. The Company and Parent shall promptly prepare the Information Statement for the solicitation of a vote or the written consents of the holders of Shares approving the Merger, which shall include the recommendation of the Company Board that shareholders of the Company vote in favor of the approval and adoption of this Agreement. Such second Whenever any event occurs which is required to 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 preparing and mailing to shareholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone (i) the Shareholder Meeting Proceedings to the extent necessary to ensure that any necessary supplement or amendment to the Information Statement is provided to the Company's shareholders in advance of a vote or the acceptance of written consents on the Merger and this Agreement or (ii) the time for which the Shareholder Proceedings is originally scheduled (as set forth in the Information Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Shareholder Proceedings. Parent shall be held as soon use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the consummation of the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably practicable after requested, at the date expense of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a secondParent.

Approval of Shareholders. (a) To The Company shall take all action necessary in accordance with the extent required by applicable xxxTBCA and the Charter Documents to obtain the informed approval of the Merger, Xxxxx shall, through its Board of Directors, duly call, give notice of, convene and hold the Shareholder Meeting for the purpose of voting on the adoption of this Agreement and the transactions contemplated hereby at a meeting of the Shareholders (the "“Shareholders' Approval"’ Meeting”) to be held as soon promptly as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof and in no event later than two (subject to unavoidable delays in receiving comments from 2) business days following the SEC staff meeting of the shareholders of Staktek contemplated by the Staktek Merger Agreement. In connection therewith, the Company shall prepare a proxy statement (together with any amendments or in considering and preparing responses to such comments). Except supplements thereto, the “Proxy statement”) that shall include a statement to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of effect that the Board of Directors of Xxxxx the Company has recommended that the shareholders Shareholders vote in favor of Xxxxx and adopt and approve this Agreement. The Proxy statement shall specify that approval of this Agreement shall constitute approval by the Shareholders of: (A) the escrow and approve the Merger, deposit of the Escrow Amount and shall use all reasonable efforts to obtain such adoption the Expense Reserve; and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted (B) in favor of the adoption of this Agreement. (b) Not earlier than five days, appointment and not later than three days, prior to the day indemnification of the Shareholder Meeting (if such Shareholder Meeting is required Representative, under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares and as defined in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting If applicable, the Company shall be held as soon as reasonably practicable after consult with Holdings regarding the date of the Shareholders’ Meeting and shall not postpone or adjourn (other than for absence of a quorum or in connection with the termination of the Agreement in accordance with its terms) the Shareholders’ Meeting without the consent of Holdings (which shall not be unreasonably withheld, conditioned or delayed). The Company shall use its commercially reasonable best efforts to obtain the consent or approval by vote of its Shareholders sufficient to approve this Agreement and to enable the Closing to occur as scheduled. The Company shall give the Shareholders sufficient notice from Buyer such that no Shareholder will be able to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx exercise dissenters’ rights if such Shareholder has not perfected such dissenters’ rights prior to call a secondClosing, pursuant to Articles 5.11 through 5.13 of the TBCA.

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx Parent shall, through its Board of Directors, duly call, give notice of, convene and hold a general meeting of its shareholders (the Shareholder Meeting "Parent Shareholders' Meeting"), for the purpose of voting on the adoption Merger and the creation of and the authorization of the Board of Directors to allot, the Parent Ordinary Shares in the Merger and under the Company Stock Plans after the Merger in accordance with this Agreement (the "Parent Shareholders' Approval"). Unless the Board of Directors of Parent, based upon the advice of outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, could reasonably be expected to result in a breach of its fiduciary duties to shareholders imposed by law, Parent shall, through its Board of Directors, include in the Circular the recommendation of the Board of Directors of Parent that the shareholders of Parent approve such matters, and shall use its reasonable best efforts to obtain such approval. In connection with the Parent Shareholders' Meeting, subject to applicable law, (i) Parent shall, as soon as practicable after the date of this Agreement and in accordance with the listing rules of the LSE, prepare and submit to the LSE for approval the Circular and the Listing Particulars, and shall use all reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular to its shareholders in compliance with all legal requirements applicable to the Parent Stockholders Meeting and the listing rules of the LSE and (ii) if necessary, after the Circular has been so dispatched, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. In the event that the Parent Shareholders' Approval is not obtained without the vote having been taken on the date on which the Parent Shareholders' Meeting is initially convened, the Board of Directors of Parent agrees to use its reasonable best efforts to adjourn such Parent Shareholders' Meeting for the purpose of obtaining the Parent Shareholders' Approval and to use commercially reasonable efforts during any such adjournments to obtain the Parent Shareholders' Approval. (b) The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders' Meeting") for the purpose of voting on the approval of this Agreement (the "ShareholdersCompany Stockholders' Approval") as soon as reasonably practicable after consummation the date hereof. Unless the Board of Directors of the Offer but Company, based on the advice of outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any event prior previously made recommendation, could reasonably be expected to the 90th day after the date hereof (subject to unavoidable delays result in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge a breach of its fiduciary duties as reflected in a written opinion of independent legal counselto stockholders imposed by law, Xxxxx the Company shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx the Company that the shareholders stockholders of Xxxxx adopt the Company approve this Agreement and approve the MergerAgreement, and shall use all its reasonable best efforts to obtain such adoption approval. The Company shall consult and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and discuss in good faith with Parent regarding the alternatives available for obtaining the opinion of XxXxxxxx & Company Securities, Inc. to Stockholders' Approval. In the effect event that the Merger Price Company Stockholders' Approval is fair not obtained without the vote having been taken on the date on which the Company Stockholders' Meeting is initially convened, the Board of Directors of the Company will use its reasonable best efforts to adjourn such Company Stockholders' Meeting for the holders purpose of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, obtaining the Company Stockholders' Approval and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or to use commercially reasonable efforts during any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt adjournments to obtain proxies sufficient to result in approval of the Merger by the shareholders of XxxxxCompany Stockholders' Approval. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated toParent shall, through its Board of Directors, duly callat the Annual General Meeting of Parent next following the date of this Agreement, give include for consideration by its shareholders and, subject to its fiduciary duties, recommend the approval of a resolution to approve amendments to the Articles of Association of Parent in order to provide, to the extent reasonably possible, for the holders of Parent ADRs substantially the same rights as holders of Parent Ordinary Shares to receive notice of, convene attend, speak and hold a second Shareholder Meeting vote at general meetings of holders of Parent Ordinary Shares (the "ADR Holder Proposal"). In the event the ADR Holder Proposal is not adopted by Parent's shareholders at such Annual General Meeting, Parent shall, through its Board of Directors, include for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date consideration by its shareholders and, subject to its fiduciary duties, recommend approval of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a secondADR Holder Proposal at Parent's Annual General Meeting next following the Effective Time.

Approval of Shareholders. (a) To The Company shall prepare the extent required by applicable xxx, Xxxxx shall, through its Board of Directors, duly call, give notice of, convene Proxy Statement and hold the Shareholder Meeting for the purpose of voting shall permit Parent to review and comment on the adoption of this Agreement (Proxy Statement prior to its mailing to the "Shareholders' Approval") Company’s shareholders, such mailing to occur as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required . The Company will take all steps necessary under applicable law), Xxxxx shall provide a notice laws to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose meeting of voting on the adoption of this Agreement. Such second Shareholder Meeting shall its shareholders to be held as soon as reasonably practicable after the date S-4 is declared effective for the purpose of obtaining the required shareholder approval of this Agreement and the transactions contemplated hereby, including the Amendment, and for such other purposes consistent with the complete performance of this Agreement as may be necessary or desirable (the “Company Shareholders Meeting”). The Board of Directors of the Company will recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby, including the Amendment, and the Company will use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, including the Amendment; provided, however, that the Board of the Company shall be entitled to change its recommendation to the shareholders of the Company (an “Adverse Recommendation Change”) after the third (3rd) Business Day following Parent’s receipt of a notice (the “Notice of Superior Proposal”) from Buyer the Company advising Parent that the Company Board of Directors has decided that a bona fide unsolicited written Acquisition Proposal (as defined below) that it received (that did not result from a breach of Section 5.7) constitutes a Superior Proposal (as defined in Section 5.7) (it being understood that the Company shall be required to Xxxxx deliver a new Notice of Superior Proposal in which Buyer notifies Xxxxx respect of any revised Superior Proposal from such third party or its Affiliates that Buyer desires Xxxxx the Company proposes to call accept and the subsequent notice period shall be two (2) Business Days) if, but only if, (i) the Company Board of Directors has reasonably determined in good faith, after consultation with and having considered the advice of outside legal counsel and a secondfinancial advisor, that the failure to take such actions would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable law, (ii) at the end of such three (3) Business Day period or the two (2) Business Day period (as the case may be), after taking into account any such adjusted, modified or amended terms as may have been committed to in writing by Parent since its receipt of such Notice of Superior Proposal (provided, however, that Parent shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement), the Company Board has again in good faith made the determination in clause (i) of this Section 5.6, and (B) that such Acquisition Proposal constitutes a Superior Proposal (as defined below) and (iii) the Company has fully complied with Section 5.7 hereof.

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx Parent shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its shareholders (the Shareholder "Parent Shareholders' Meeting") for the purpose of voting on the Parent Proposal (the "Parent Shareholders' Approval"), Parent shall, through its Board of Directors, include in the circular to shareholders convening the Parent Shareholders' Meeting the recommendation of the Board of Directors of Parent that the shareholders of Parent approve the Parent Proposal. (b) The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders' Meeting" and, together with the Parent Shareholders' Meeting, the "Shareholders Meetings") for the purpose of voting on the adoption of this Agreement (the "Company Shareholders' Approval") as soon as reasonably practicable after consummation of ), and shall use its reasonable best efforts to solicit proxies from Company shareholders in order to obtain the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments)Company Shareholders' Approval. Except to as provided in the extent legally required for next sentence, the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx Company shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx the Company that the shareholders of Xxxxx the Company adopt this Agreement. The Board of Directors of the Company shall be permitted to (a) not recommend to the Company's shareholders that they give the Company Shareholders' Approval or (b) withdraw or modify in a manner adverse to Parent its recommendation to the Company's shareholders that they give the Company Shareholders' Approval (including in connection with its recommendation of a Superior Company Transaction), but in either case only (x) if and to the extent that (i) a bona fide unsolicited written proposal for a Superior Company Transaction not subject to any financing condition is pending at such time from a person with sufficient financial resources to consummate such pending Superior Company Transaction and (ii) the Board of Directors of the Company determines in its good faith judgment that it is necessary to so fail to recommend, or to so withdraw or modify its recommendation, in order to comply with its fiduciary duties to shareholders under applicable law, which determination shall be based upon the advice of Xxxxxxxxx, Xxxxxxx & XxXxxxxxxx and (y) the Company and its Subsidiaries and other affiliates and their Representatives shall have complied with their obligations under Section 5.02 with respect to such Superior Company Transaction. "Superior Company Transaction" means any Company Alternative Transaction which (i) relates to at least 50% of the outstanding shares of Company Common Stock or all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, (ii) is not conditioned on the receipt of financing, (iii) is made by a person who the Board of Directors of the Company has reasonably concluded in good faith will have adequate financial resources to, and will not encounter significant regulatory obstacles in order to, consummate such Company Alternative Transaction (iv) involves only the payment of cash and (v) is on terms that the Board of Directors of the Company determines in its good faith judgment, taking into account all relevant factors, (including the advice of Company Financial Advisor or a successor approved by Parent, which approval shall not be unreasonably withheld, and all the terms and conditions of the Company Alternative Transaction, including any break-up fees, expense reimbursement provisions and conditions to consummation) are more favorable and provide greater value to all of the Company's shareholders than this Agreement and approve the MergerMerger taken as a whole. (c) Parent and the Company shall coordinate and cooperate with respect to the timing of the Shareholders' Meetings. Parent shall vote the shares of Company Common Stock owned by Parent, and shall use all reasonable its best efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all and other affiliates to vote the shares of Xxxxx Company Common Stock, if any, then Stock owned by Buyer or any such Subsidiary to be voted its Subsidiaries and other affiliates, in favor of the adoption of this Agreement. (b) Not earlier than five days. The Company shall vote the shares of Parent Common Stock owned by the Company, and not later than three days, prior shall use its best efforts to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions cause its Subsidiaries and other affiliates to vote such the shares of Parent Common Stock owned by its Subsidiaries and other affiliates, in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of XxxxxParent Proposal. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a second

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx ScottishPower shall, through its Board of Directors, duly call, give notice of, convene and hold a general meeting of its shareholders (the Shareholder Meeting "ScottishPower Shareholders' Meeting"), for the purpose of voting on the adoption Merger in accordance with this Agreement (the "ScottishPower Shareholders' Approval"). Unless the Board of Directors of ScottishPower, based upon the advice of outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, could reasonably be expected to result in a breach of its fiduciary duties to shareholders imposed by law, ScottishPower shall, through its Board of Directors, include in the Circular the recommendation of the Board of Directors of ScottishPower that the shareholders of ScottishPower approve such matters, and shall use its reasonable best efforts to obtain such approval. In connection with the ScottishPower Shareholders' Meeting, subject to applicable law, (i) ScottishPower shall, as soon as practicable after the date of this Agreement and in accordance with the listing rules of the LSE, prepare and submit to the LSE for approval the Circular and the Listing Particulars, and shall use all reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular to its shareholders in compliance with all legal requirements applicable to the ScottishPower Shareholders' Meeting and the listing rules of the LSE and (ii) if necessary, after the Circular has been so dispatched, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. In the event that the ScottishPower Shareholders' Approval is not obtained without the vote having been taken on the date on which the ScottishPower Shareholders' Meeting is initially convened, the Board of Directors of ScottishPower agrees to use its reasonable best efforts to adjourn such ScottishPower Shareholders' Meeting for the purpose of obtaining the ScottishPower Shareholders' Approval and to use commercially reasonable efforts during any such adjournments to obtain the ScottishPower Shareholders' Approval. (b) The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders' Meeting") for the purpose of voting on the approval of this Agreement (the "ShareholdersCompany Stockholders' Approval") as soon as reasonably practicable after consummation the date hereof. Unless the Board of Directors of the Offer but Company, based on the advice of outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any event prior previously made recommendation, could reasonably be expected to the 90th day after the date hereof (subject to unavoidable delays result in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge a breach of its fiduciary duties as reflected in a written opinion of independent legal counselto stockholders imposed by law, Xxxxx the Company shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx the Company that the shareholders stockholders of Xxxxx adopt the Company approve this Agreement and approve the MergerAgreement, and shall use all its reasonable best efforts to obtain such adoption approval. The Company shall consult and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and discuss in good faith with ScottishPower regarding the alternatives available for obtaining the opinion of XxXxxxxx & Company Securities, Inc. to Stockholders' Approval. In the effect event that the Merger Price Company Stockholders' Approval is fair not obtained without the vote having been taken on the date on which the Company Stockholders' Meeting is initially convened, the Board of Directors of the Company will use its reasonable best efforts to adjourn such Company Stockholders' Meeting for the holders purpose of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, obtaining the Company Stockholders' Approval and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or to use commercially reasonable efforts during any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt adjournments to obtain proxies sufficient to result in approval of the Merger by the shareholders of XxxxxCompany Stockholders' Approval. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated toHoldCo shall, through its Board of Directors, duly callat the Annual General Meeting of HoldCo next following the Scheme Date (or earlier, give if agreed), include for consideration by its shareholders and, subject to its fiduciary duties, recommend the approval of a resolution to approve amendments to the HoldCo Articles of Association in order to provide, to the extent reasonably possible, for the holders of HoldCo ADRs substantially the same rights as holders of HoldCo Ordinary Shares to receive notice of, convene attend, speak and hold vote at general meetings of holders of HoldCo Ordinary Shares (the "ADR Holder Proposal"). In the event the ADR Holder Proposal is not adopted by HoldCo's shareholders at such Annual General Meeting, HoldCo shall, through its Board of Directors, include for consideration by its shareholders and, subject to its fiduciary duties, recommend approval of the ADR Holder Proposal at HoldCo's next Annual General Meeting. With effect from and/or following the Scheme Date, ScottishPower's Articles of Association shall be amended to reflect its status as a second Shareholder Meeting subsidiary, provided, however, that if the effect of such amendments would have a material adverse effect on the benefits of the Merger for the purpose holders of voting on Company Common Stock, such amendments may only be effected with the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date prior written consent of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a secondCompany.

Approval of Shareholders. Seller shall (a) To the extent required by applicable xxxas promptly as practicable, Xxxxx shall, through its Board of Directors, duly call, give notice of, convene and hold the Shareholder Meeting for the purpose of voting on the adoption of this Agreement (the "Shareholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior take all steps necessary to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting meeting of its shareholders for the purpose of voting approving this Agreement, the Bank Merger Agreement and the transactions contemplated hereby and thereby, (the “Seller Shareholder Meeting”), (b) subject to the fiduciary duties of its Board of Directors as advised by outside counsel, (i) recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby, (ii) not withdraw, modify or qualify in any manner adverse to Buyer such recommendation, or (iii) take any other action or make any other public statement is connection with Seller Shareholder Meeting inconsistent with such recommendation; and (c) cooperate and consult with Buyer with respect to each of the foregoing matters. Subject to the fiduciary duties of its Board of Directors as advised by outside counsel, Seller shall use its best efforts to obtain the necessary approvals of its shareholders of the proposals described above to be submitted by it in connection with this Agreement. If , upon advice of outside counsel, Seller Board is required by applicable law to review or restate the recommendation to Seller’s shareholders contemplated in clause (b) of the first sentence of this Section 6.05, this Section shall not prohibit accurate disclosure by Seller that is required in any release or regulatory filing (including Seller’s Proxy Statement) or otherwise under applicable law in the opinion of Seller Board, upon the advice of outside counsel, as of the date of such release or regulatory filing or such other required disclosure as to the transactions contemplated hereby or as to any Acquisition Proposal. Notwithstanding anything herein to the contrary, Seller shall be required to hold the Seller Shareholder Meeting to consider and vote on this Agreement and the adoption transactions contemplated hereby notwithstanding the existence of any other Acquisition Proposal or any withdrawal or modification of the recommendation of Seller Board to Seller’s shareholders with respect to this Agreement or the transactions contemplated hereby, and nothing in this Section or Section 6.03 shall relieve Seller or Seller Board of such obligation. Except as otherwise provided hereinabove, Seller shall not submit any Acquisition Proposal (other than this Agreement) to a vote of its Shareholders during the term of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a second.

Approval of Shareholders. (a) To The Company shall take all actions necessary in accordance with the extent required by applicable xxx, Xxxxx shall, through CCC and its Board Articles of Directors, duly call, give notice of, convene Incorporation and hold the Shareholder Meeting for the purpose of voting on the adoption of this Agreement (the "Shareholders' Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior Bylaws to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting meeting of or solicit written consents from its shareholders, including without limitation a separate vote of holders of each series of the Company's preferred stock, as promptly as practicable to obtain their vote or written consent for the purpose adoption and approval of this Agreement and the transactions contemplated hereby (the "Shareholder Proceedings"). A vote or the written consents of (i) a majority of the outstanding Shares of common stock of the Company voting on together as a single class and (ii) the holders of a majority of each series of the outstanding Shares of preferred stock of the Company voting separately as each series (Series A-E), shall be required for the adoption and approval of the transactions contemplated by this Agreement, notwithstanding any other vote required by the CCC and the Company's Articles of Incorporation and Bylaws. The Company will, through the Company Board, recommend to its shareholders approval of such matters. The Company shall promptly prepare and distribute the Information Statement for the solicitation of a vote or the written consents of the holders of the Shares approving the Merger, which shall include the recommendation of the Company Board that shareholders of the Company vote in favor of the approval and adoption of this Agreement. Such second Whenever any event occurs which is required to 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 preparing and mailing to shareholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone (i) the Shareholder Meeting Proceedings to the extent necessary to ensure that any necessary supplement or amendment to the Information Statement is provided to the Company's shareholders in advance of a vote or the acceptance of written consents on the Merger and this Agreement or (ii) the time for which the Shareholder Proceedings are originally scheduled (as set forth in the Information Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Shareholder Proceedings. Parent shall be held as soon use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the consummation of the other transactions contemplated by this Agreement and will pay all expenses incident thereto, PROVIDED that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a secondrequested.

Approval of Shareholders. (a) To Xxxx shall prepare the extent required by applicable xxx, Xxxxx shall, through its Board of Directors, duly call, give notice of, convene Proxy Statement and hold the Shareholder Meeting for the purpose of voting shall permit TBOP to review and comment on the adoption of this Agreement (the "Shareholders' Approval") Proxy Statement prior to its mailing to Noah’s shareholders, such mailing to occur as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required . Xxxx will take all steps necessary under applicable law), Xxxxx shall provide a notice laws to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting meeting of its shareholders for the purpose of voting on approving this Agreement and the adoption transactions contemplated hereby and for such other purposes consistent with the complete performance of this Agreement as may be necessary or desirable (“Noah Shareholders Meeting”), at such time as may be mutually agreed to by the Parties. The Board of Directors of Xxxx will recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby, and Xxxx will use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby; provided, however, that the Board of Xxxx shall be entitled to change its recommendation to the shareholders of Xxxx after the third (3rd) business day following TBOP’s receipt of a notice (the “Notice of Superior Proposal”) from Noah advising TBOP that the Noah Board of Directors has decided that a bona fide unsolicited written Acquisition Proposal (as defined below) that it received (that did not result from a breach of Section 5.5) constitutes a Superior Proposal (as defined in Section 5.5) (it being understood that Xxxx shall be required to deliver a new Notice of Superior Proposal in respect of any revised Superior Proposal from such third party or its affiliates that Xxxx proposes to accept and the subsequent notice period shall be two (2) business days) if, but only if, (i) the Noah Board of Directors has reasonably determined in good faith, after consultation with and having considered the advice of outside legal counsel and a financial advisor, that the failure to take such actions would be inconsistent with its fiduciary duties to Noah’s stockholders under applicable law, (ii) at the end of such three (3) business day period or the two (2) business day period (as the case may be), after taking into account any such adjusted, modified or amended terms as may have been committed to in writing by TBOP since its receipt of such Notice of Superior Proposal (provided, however, that TBOP shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement. Such second Shareholder Meeting shall be held ), the Noah Board has again in good faith made the determination in clause (i) of this Section 5.4, and (B) that such Acquisition Proposal constitutes a Superior Proposal (as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a seconddefined below) and (iii) Xxxx has fully complied with Section 5.5 hereof.

Approval of Shareholders. The Company shall duly seek to obtain the written consent of its Shareholders as soon as practicable hereafter (abut not more than five (5) To Business Days after the extent required by applicable xxx, Xxxxx shall, through its Board receipt of Directors, duly call, give notice of, convene information and hold the Shareholder Meeting documents from Acquiror needed to be transmitted to Shareholders) for the purpose of voting on approving this Agreement and the adoption Merger under applicable provisions of Oregon Law. The Company shall provide Acquiror with a copy of the applicable statement and other disclosure materials, if any (“Proxy Statement”) provided to the Shareholders in connection with the solicitation of such consent. The Board of Directors and management of the Company shall recommend to the Shareholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, together with any matters incident thereto, shall not, absent a material breach of this Agreement by Acquiror or Acquiror Sub, a Superior Competing Transaction (unless not recommending a Superior Competing Transaction would not result in the "Shareholders' Approval") as soon as reasonably practicable after consummation breach of the Offer but Board’s fiduciary duties) or the termination hereof in accordance with its terms, (x) withdraw, modify or qualify in any event prior manner adverse to the 90th day after the date hereof Acquiror such recommendation or (subject to unavoidable delays y) take any other action or make any other public statement inconsistent with such recommendation (collectively, a “Change in receiving comments from the SEC staff or Recommendation”), in considering each case except and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of that the Board of Directors of Xxxxx that the shareholders Company determines in good faith, in light of Xxxxx adopt a Superior Competing Transaction occurring after the date of this Agreement and approve prior to the action on the Merger, and shall use all reasonable efforts after consultation with outside legal counsel, that failure to obtain such adoption and approvaleffect a Change in Recommendation would result in a breach of its fiduciary duties under applicable Oregon law; provided, including utilizing a proxy solicitation firm however, that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. notwithstanding anything to the contrary in the foregoing, the Company shall solicit the consent of its Shareholders in accordance with the first sentence of this Section 5.9 even if there shall have been a Change in Recommendation. Prior to making a Change in Recommendation, the Company shall have (i) advised the Acquiror that it has received a Superior Competing Transaction, (ii) provided a copy of such Superior Competing Transaction and specified the terms and conditions thereof and the parties involved and (iii) negotiated in good faith over a period of not less than three (3) days with the Acquiror to make such adjustments in the terms and conditions of this Agreement that would enable the Company to not effect a Change in Recommendation if and to the extent that the Merger Price is fair Acquiror elects to make such adjustments; provided, however, that the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date Acquiror shall not be more than thirty (30) days after the original date of the meeting) required to allow the proxy solicitation firm propose or agree to continue to solicit proxies in favor of the Merger. In any such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxxadjustment. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a second

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx Lynx shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its shareholders (the Shareholder Meeting "Lynx Shareholders' Meeting") for the purpose of voting on (i) the adoption of a proposal that Lynx continue its existence under the laws of the Province of New Brunswick, (ii) the adoption of this Agreement and (the "Shareholders' Approval"iii) as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement.a proposal to amend Lynx's Certificate A-26 (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated toGrizzly shall, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting meeting of its shareholders (the "Grizzly Shareholders' Meeting" and, together with the Lynx Shareholders' Meeting, the "Shareholders' Meetings") for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held Agreement (the "Grizzly Shareholders' Approval") as soon as reasonably practicable after the date hereof. Unless it determines, based upon the written opinion of outside counsel (a copy of which shall be provided promptly to Lynx) that doing so would violate the Board of Directors' fiduciary duties to shareholders imposed by law, Grizzly shall, through its Board of Directors include in the Proxy Statement the recommendation of the notice from Buyer Board of Directors of Grizzly that the shareholders of Grizzly adopt this Agreement, and shall use its best efforts to Xxxxx obtain such adoption. At such meeting, Lynx shall, and shall cause its Subsidiaries to, cause all shares of Grizzly Common Stock then owned by Lynx or any such Subsidiary to be voted in favor of the adoption of this Agreement. In the event that the Grizzly Shareholders' Approval will likely not be obtained on the date on which Buyer notifies Xxxxx that Buyer desires Xxxxx the Grizzly Shareholders' Meeting is initially convened, the Board of Directors of Grizzly agrees to call a secondadjourn such Lynx Shareholders' Meeting at least twice for the purpose of obtaining the Grizzly Shareholders' Approval, and to use its best efforts during any such adjournments to obtain the Grizzly Shareholders' Approval. (c) Lynx and Grizzly shall coordinate and cooperate with respect to the timing of the Shareholders' Meetings and shall use their best efforts to cause both of the Shareholders' Meetings to be held on the same day and as soon as practicable after the date hereof.

Approval of Shareholders. (a) To As promptly as practicable after the extent required by applicable xxxexecution of this Agreement, Xxxxx shall, through the Company will take all action necessary in accordance with the CGCL and its Board Articles of Directors, duly call, give notice of, Incorporation and Bylaws to convene a meeting of the Shareholders to consider and hold the Shareholder Meeting for the purpose of voting on vote upon or to solicit consent in writing regarding the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby, including without limitation, the delivery to the Shareholders of an information statement (the "Shareholders' ApprovalInformation Statement") as soon as reasonably practicable after consummation which shall not, on the date the Information Statement is mailed to Shareholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Offer but in any event prior to the 90th day after the date hereof (circumstances under which they were made, not misleading. The Information Statement shall be subject to unavoidable delays in receiving comments from review and reasonable approval by Parent and include information regarding the SEC staff or in considering Company, the terms of the Merger and preparing responses to such comments). Except to this Agreement and the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the unanimous recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the Merger and this Agreement and the transactions contemplated hereby. The Company shall also seek Shareholder approval of any payments of cash or stock that are described in Section 2.22 of the Disclosure Schedule that may be deemed to constitute "parachute payments" pursuant to Section 280G of the Code, such that all such payments will not be deemed to be "parachute payments" pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G. The Board of Directors of the Company has on the date of this Agreement unanimously adopted a resolution recommending that the Shareholders vote to adopt and approve the Merger and this Agreement and the consummation of the transactions contemplated herein. The Company will use commercially reasonable efforts to solicit from the Shareholders votes in favor of the proposal to adopt and approve the Merger and this Agreement and will take other action reasonably necessary or advisable to secure a vote in favor of the Merger and the adoption and approval of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a second

Approval of Shareholders. Benelytics shall promptly after the date hereof take all action necessary in accordance with the law of the State of California and its Articles of Incorporation to seek the approval of the Merger by Benelytics shareholders as soon as possible. As promptly as practicable after the execution of this Agreement, subject to the review and approval of InsWeb, Benelytics shall prepare and, after receiving the authorization of InsWeb, distribute an information statement (athe "Information Statement") To the extent required by applicable xxx, Xxxxx shall, through to its Board of Directors, duly call, give notice of, convene and hold the Shareholder Meeting shareholders for the purpose of voting on the adoption of this Agreement (the "Shareholders' Approval") as soon as reasonably practicable after consummation soliciting approval of the Offer but in any event prior to Merger by the 90th day after Benelytics shareholders. The Information Statement shall include the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement the unanimous recommendation of the Board of Directors of Xxxxx that the shareholders of Xxxxx adopt this Agreement and approve the Merger, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted Benelytics in favor of the adoption of Merger and this Agreement. (b) Not . Benelytics and InsWeb represent and warrant to the other that the respective information supplied by Benelytics and InsWeb for inclusion in the Information Statement shall not, on the date the Information Statement is first mailed to the shareholders of Benelytics, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Information Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier than five days, and not later than three days, communication to the Benelytics shareholders which has become false or misleading. If at any time prior to the day Effective Time any event relating to Benelytics or any of its Affiliates, officers or directors should be discovered by Benelytics which should be set forth in a supplement to the Shareholder Meeting (if such Shareholder Meeting Information Statement, Benelytics shall promptly inform InsWeb. If at any time prior to the Effective Time any event relating to InsWeb or any of its officers or directors should be discovered by InsWeb which should be set forth in a supplement to the Information Statement, InsWeb shall promptly inform Benelytics. Whenever any event occurs which is required under applicable law)to be set forth in an amendment or supplement to the Information Statement, Xxxxx Benelytics shall provide a notice promptly inform InsWeb of such occurrence and cooperate in mailing to Buyer stating shareholders of Benelytics, such amendment or supplement. Benelytics shall take all other action necessary or advisable to secure the number vote or consent of Xxxxx Common Shares for which valid, executed proxies have been received with directions shareholders required to vote such shares in favor of effect the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a second

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx The Seller Parent shall, through its Board of Directors, duly call, give notice of, convene and hold a general meeting of its ordinary shareholders (the Shareholder Meeting “Seller Parent Shareholders’ Meeting”), for the purpose of voting on and approving the adoption of this Agreement Share Purchase (the "“Seller Parent Shareholders' ’ Approval") as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments”). Except Subject to Section 5.2(b), the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx Seller Parent shall, through its Board of Directors, include in the Proxy Statement Circular the recommendation of the Board of Directors of Xxxxx the Seller Parent that the shareholders of Xxxxx adopt this Agreement and the Seller Parent approve the Merger, and Share Purchase. The Seller Parent shall use all its reasonable best efforts to obtain such adoption approval as promptly as practicable but, in any event, on or before August 1, 2005, but the failure to obtain such approval shall not, in and approvalof itself, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary be deemed to be voted in favor of the adoption a breach of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day The recommendation of the Shareholder Meeting Board of Directors of the Seller Parent included in the Circular (or if such Shareholder Meeting is required under applicable law)Circular has not been dispatched, Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor resolution of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, Board of Directors of the Seller Parent described in the first sentence of the second paragraph of Section 2.3) may be withdrawn if after the Board of Directors of the Seller Parent determines in good faith that the failure to withdraw such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days recommendation (or postponed to such date as Buyer shall request, which date shall not resolution) could reasonably be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient expected to result in approval a breach of its fiduciary duties by reason of an unsolicited bona fide Alternative Proposal having been made; provided, that: (i) in making its determination, the Board of Directors of the Merger Seller Parent shall conclude that the person or group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and, in that regard, the Seller Parent shall take advice from and have regard to the opinion of its financial advisors; (ii) such Board of Directors has reasonably concluded in good faith that such Alternative Proposal is more favorable to the Seller Parent than the Share Purchase contemplated hereby; (iii) such Board of Directors shall have been advised by its external legal counsel as to its applicable fiduciary duties and shall have been advised that a failure to withdraw such resolution or recommendation as a result of such Alternative Proposal could reasonably result in a breach of its fiduciary duties; and (iv) prior to any such withdrawal, the shareholders Seller Parent shall, and shall cause its respective financial and legal advisors to, negotiate with the Buyer to make such adjustments in the terms and conditions of Xxxxxthis Agreement as would enable the Seller Parent and the Seller to proceed with the transactions contemplated herein on such adjusted terms. (c) In connection with the Seller Parent Shareholders’ Meeting, (i) the Seller Parent shall promptly publish the Circular and dispatch the Circular to its shareholders in compliance with all legal requirements applicable to the Seller Parent Shareholders’ Meeting and the Listing Rules and (ii) if necessary, after the Circular has been so dispatched, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. In the event that the approval and adoption of this Agreement and Seller Parent Shareholders’ Approval is not obtained without the Merger at vote having been taken on the Shareholder date on which the Seller Parent Shareholders’ Meeting or any adjournment thereof receives is initially convened, the affirmative vote of less than 66- 2/3% of all shares entitled Seller Parent agrees to vote for use its reasonable best efforts to adjourn such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Seller Parent Shareholders’ Meeting for the purpose of voting on obtaining the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after Seller Parent Shareholders’ Approval and to use reasonable best efforts during any such adjournments to promptly obtain the date of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a secondSeller Parent Shareholders’ Approval.

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx The Company shall, through its Board as promptly as practicable after the date hereof, take all action necessary in accordance with the BCL and Constituent Documents to: (i) convene a meeting of Directors(the “Shareholders Meeting”), duly callor obtain the written consent from, give notice of, convene and hold the Shareholder Meeting Shareholders for the purpose of voting on the adoption of considering, approving and adopting this Agreement and the transactions contemplated hereby (the "Shareholders' “Shareholder Approval"”); (ii) as soon as reasonably practicable after consummation of the Offer but in any event prior to the 90th day after the date hereof (subject to unavoidable delays in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge of its fiduciary duties as reflected in a written opinion of independent legal counsel, Xxxxx shall, through its Board of Directors, include in the Proxy Statement written notice and proxy statement for such Shareholder Approval the recommendation of the Board of Directors of Xxxxx the Company that the shareholders of Xxxxx adopt this Agreement and approve the MergerShareholders vote in favor of, and shall use all reasonable efforts to obtain such adoption and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and obtaining the opinion of XxXxxxxx & Company Securities, Inc. to the effect that the Merger Price is fair to the holders of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, and shall cause its Subsidiaries or consent in writing to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt to obtain proxies sufficient to result in approval of the Merger by the shareholders of Xxxxx. (c) In the event that the approval and adoption of this Agreement and the Merger transactions contemplated hereby (and shall not later withdraw or modify such recommendation) and consult with Buyer with respect to such written notice and proxy statement and afford Buyer reasonable opportunity to comment thereon; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company from fulfilling its duty of candor or disclosure to the Shareholders of the Company under Applicable Law; and (iii) use its commercially reasonable efforts to obtain the necessary Shareholder Approval. (b) The information supplied by the Company for inclusion in such written notice and proxy statement shall not (i) at the Shareholder Meeting time such notice and proxy statement (or any adjournment amendment thereof receives or supplement thereto) is first mailed to the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion Shareholders and (but subject to Section 8.01(b)(ii)ii) require Xxxxx to, and Xxxxx shall be obligated to, through its Board of Directors, duly call, give notice of, convene and hold a second Shareholder Meeting for at the purpose of voting on the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date time of the notice from Buyer Shareholders Meeting, contain any untrue statement of a material fact or omit to Xxxxx state any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. If at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which Buyer notifies Xxxxx should be set forth in an amendment or a supplement to the proxy statement, the Company shall promptly inform Buyer. All documents that Buyer desires Xxxxx the Company is responsible for delivering to call a secondthe Shareholders in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material respects with the applicable requirements under Applicable Law, including the BCL.

Approval of Shareholders. (a) To the extent required by applicable xxx, Xxxxx ScottishPower shall, through its Board of Directors, duly call, give notice of, convene and hold a general meeting of its shareholders (the Shareholder Meeting "SCOTTISHPOWER SHAREHOLDERS' MEETING"), for the purpose of voting on the adoption Merger in accordance with this Agreement (the "SCOTTISHPOWER SHAREHOLDERS' APPROVAL"). Unless the Board of Directors of ScottishPower, based upon the advice of outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any previously made recommendation, could reasonably be expected to result in a breach of its fiduciary duties to shareholders imposed by law, ScottishPower shall, through its Board of Directors, include in the Circular the recommendation of the Board of Directors of ScottishPower that the shareholders of ScottishPower approve such matters, and shall use its reasonable best efforts to obtain such approval. In connection with the ScottishPower Shareholders' Meeting, subject to applicable law, (i) ScottishPower shall, as soon as practicable after the date of this Agreement and in accordance with the listing rules of the LSE, prepare and submit to the LSE for approval the Circular and the Listing Particulars, and shall use all reasonable efforts to have such documents formally approved by the LSE and shall thereafter publish the Circular and the Listing Particulars and dispatch the Circular to its shareholders in compliance with all legal requirements applicable to the ScottishPower Shareholders' Meeting and the listing rules of the LSE and (ii) if necessary, after the Circular has been so dispatched, promptly publish or circulate amended, supplemental or supplemented materials and, if required in connection therewith, resolicit votes. In the event that the ScottishPower Shareholders' Approval is not obtained without the vote having been taken on the date on which the ScottishPower Shareholders' Meeting is initially convened, the Board of Directors of ScottishPower agrees to use its reasonable best efforts to adjourn such ScottishPower Shareholders' Meeting for the purpose of obtaining the ScottishPower Shareholders' Approval and to use commercially reasonable efforts during any such adjournments to obtain the ScottishPower Shareholders' Approval. (b) The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS' MEETING") for the purpose of voting on the approval of this Agreement (the "ShareholdersCOMPANY STOCKHOLDERS' ApprovalAPPROVAL") as soon as reasonably practicable after consummation the date hereof. Unless the Board of Directors of the Offer but Company, based on the advice of outside counsel, determines in good faith that making such recommendation, or failing to amend, modify or withdraw any event prior previously made recommendation, could reasonably be expected to the 90th day after the date hereof (subject to unavoidable delays result in receiving comments from the SEC staff or in considering and preparing responses to such comments). Except to the extent legally required for the discharge a breach of its fiduciary duties as reflected in a written opinion of independent legal counselto stockholders imposed by law, Xxxxx the Company shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of Xxxxx the Company that the shareholders stockholders of Xxxxx adopt the Company approve this Agreement and approve the MergerAgreement, and shall use all its reasonable best efforts to obtain such adoption approval. The Company shall consult and approval, including utilizing a proxy solicitation firm that is reasonably acceptable to Buyer and discuss in good faith with ScottishPower regarding the alternatives available for obtaining the opinion of XxXxxxxx & Company Securities, Inc. to Stockholders' Approval. In the effect event that the Merger Price Company Stockholders' Approval is fair not obtained without the vote having been taken on the date on which the Company Stockholders' Meeting is initially convened, the Board of Directors of the Company will use its reasonable best efforts to adjourn such Company Stockholders' Meeting for the holders purpose of Xxxxx Common Stock from a financial point of view. At such meeting, Buyer shall, obtaining the Company Stockholders' Approval and shall cause its Subsidiaries to, cause all shares of Xxxxx Common Stock, if any, then owned by Buyer or to use commercially reasonable efforts during any such Subsidiary to be voted in favor of the adoption of this Agreement. (b) Not earlier than five days, and not later than three days, prior to the day of the Shareholder Meeting (if such Shareholder Meeting is required under applicable law), Xxxxx shall provide a notice to Buyer stating the number of Xxxxx Common Shares for which valid, executed proxies have been received with directions to vote such shares in favor of the Merger. Xxxxx shall thereupon promptly consult with Buyer and, if after such consultation Buyer so requests, Xxxxx shall cause the Shareholder Meeting to be adjourned for such period as Buyer shall request not to exceed thirty (30) days (or postponed to such date as Buyer shall request, which date shall not be more than thirty (30) days after the original date of the meeting) to allow the proxy solicitation firm to continue to solicit proxies in favor of the Merger. In such event, Xxxxx shall cooperate with Buyer and the proxy solicitation firm to attempt adjournments to obtain proxies sufficient to result in approval of the Merger by the shareholders of XxxxxCompany Stockholders' Approval. (c) In the event that the approval and adoption of this Agreement and the Merger at the Shareholder Meeting or any adjournment thereof receives the affirmative vote of less than 66- 2/3% of all shares entitled to vote for such approval, then Buyer may in its sole discretion (but subject to Section 8.01(b)(ii)) require Xxxxx to, and Xxxxx shall be obligated toHoldCo shall, through its Board of Directors, duly callat the Annual General Meeting of HoldCo next following the Scheme Date (or earlier, give if agreed), include for consideration by its shareholders and, subject to its fiduciary duties, recommend the approval of a resolution to approve amendments to the HoldCo Articles of Association in order to provide, to the extent reasonably possible, for the holders of HoldCo ADRs substantially the same rights as holders of HoldCo Ordinary Shares to receive notice of, convene attend, speak and hold vote at general meetings of holders of HoldCo Ordinary Shares (the "ADR HOLDER PROPOSAL"). In the event the ADR Holder Proposal is not adopted by HoldCo's shareholders at such Annual General Meeting, HoldCo shall, through its Board of Directors, include for consideration by its shareholders and, subject to its fiduciary duties, recommend approval of the ADR Holder Proposal at HoldCo's next Annual General Meeting. With effect from and/or following the Scheme Date, ScottishPower's Articles of Association shall be amended to reflect its status as a second Shareholder Meeting subsidiary, PROVIDED, HOWEVER, that if the effect of such amendments would have a material adverse effect on the benefits of the Merger for the purpose holders of voting on Company Common Stock, such amendments may only be effected with the adoption of this Agreement. Such second Shareholder Meeting shall be held as soon as reasonably practicable after the date prior written consent of the notice from Buyer to Xxxxx in which Buyer notifies Xxxxx that Buyer desires Xxxxx to call a secondCompany.