Common use of Company General Meeting Clause in Contracts

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, shall establish a record date for, duly call, give notice of, take all action necessary under all applicable Law, and convene and hold a special meeting of its shareholders for the purpose of voting on the proposal to approve the Merger (the “Company General Meeting”). Subject to the notice requirements of the Israeli Companies Law and the Company Charter Documents, the Company General Meeting shall be held (on a date selected by the Company in consultation with Parent) within no less than thirty-five (35) days after delivery of the notice calling for the Company General Meeting but in any event no later than forty-five (45) days after the date of this Agreement. The Company shall ensure that all proxies solicited in connection with the Company General Meeting are solicited in compliance with all applicable Law and shall otherwise comply with all Law applicable to such meeting. The Company shall not permit the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requests, the Company shall adjourn or postpone the Company General Meeting for a period of up to forty-five (45) days. Prior to the termination of this Agreement in accordance with its terms, the Company shall use its commercially reasonable efforts to obtain the Required Shareholders Vote, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights of the Company under Section 6.2. In the event that Parent, or any person referred to in Section 320(c) of the Israeli Companies Law in connection with Parent, shall cast any votes with respect to this Agreement, the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person in such shares so voted. (b) Subject to Section 6.2, the Proxy Statement shall include a statement to the effect that the Company Board recommends that the Company’s shareholders vote to approve the Merger at the Company General Meeting (the recommendation of the Company Board that the Company’s shareholders vote to approve the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions. Subject to Section 6.2, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (c) Prior to the termination of this Agreement in accordance with its terms, the Company’s obligation to call, give notice of, and hold the Company General Meeting in accordance with Section 6.5(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement, or submission of any Acquisition Proposal; provided that, notwithstanding the foregoing, the Company shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action and until the expiration of the last Matching Period. (d) Immediately after the approval of the Merger by the Company’s shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, Company shall establish a record date for, duly call, give notice of, take any and all action necessary under all applicable LawLegal Requirements and the Charter Documents to, (i) as promptly as practicable but in no event later than five Business Days after the date hereof, call and convene and hold give notice of a special meeting General Meeting of its shareholders for the purpose holders of voting on the proposal to approve the Merger Company Shares (the “Company General Meeting”, and the notice thereof, in the form attached hereto as Exhibit I, the “Company General Meeting Notice”) in which the shareholders of the Company will be requested to approve the resolutions set forth in Exhibit J (the “Shareholders Resolution”), and (ii) cause the Proxy Statement to be mailed to the Company’s shareholders together with the Company General Meeting Notice. The Investors’ request to include the appointment of the directors designated by them and the amendments to Articles 32 and 33 of the Articles of Associations in the Shareholders Resolution shall constitute a request by the Investors pursuant to Section 66(b) of the Company Law as holders of more than 1% of the outstanding Ordinary Shares. Subject to the notice requirements of the Israeli Companies Law Law, and the Company regulations thereunder and the Charter Documents, the Company General Meeting shall be held as promptly as practicable after the date hereof (on a date selected by the Company in consultation with Parentand consented to by the Investors) within no less than thirty-five (35) which shall be on a Business Day 35 days after delivery of the notice calling for Company General Meeting Notice. The Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of the Shareholders Resolutions and, without limitation of the foregoing shall engage a proxy solicitation firm in the U.S. whose identity shall be coordinated with the Investors, in order to solicit the votes of shareholders of the Company in favor of the Shareholders’ Resolution. The Company shall call, convene, hold and conduct the Company General Meeting but in any event no later than forty-five (45) days after the date of this Agreement. The Company shall ensure that all and solicit proxies solicited in connection with the Company General Meeting are solicited respect thereto in compliance as to form and substance with all applicable Legal Requirements, including the Companies Law and shall otherwise comply with all Law applicable to such meeting. The Company shall not permit the adjournment or postponement of the Company General Meeting without Charter Documents. (b) Without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requestsInvestors, the Company shall may adjourn or postpone the Company General Meeting for a period of up to forty-five only: (45i) days. Prior if and to the termination of this Agreement in accordance with its terms, the Company shall use its commercially reasonable efforts extent necessary to obtain the Required Shareholders Vote, provided that the obligations provide any supplement or amendment to use commercially reasonable efforts does not derogate in any way from the rights of the Company under Section 6.2. In the event that Parent, or any person referred to in Section 320(c) of the Israeli Companies Law in connection with Parent, shall cast any votes with respect to this Agreement, the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person in such shares so voted. (b) Subject to Section 6.2, the Proxy Statement shall include a statement to the effect that the Company Board recommends that the Company’s shareholders in advance of a vote to approve on the Merger at the Company General Meeting Shareholders Resolution; (the recommendation ii) if, as of the time for which such meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Company Board that Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the Company’s shareholders vote to approve business of such meeting; or (iii) as may otherwise be required specifically by applicable Legal Requirements. Except as specifically provided in the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions. Subject to Section 6.2, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (c) Prior to the termination of this Agreement in accordance with its termspreceding sentence, the Company’s obligation to call, give notice of, convene and hold the Company General Meeting in accordance with this Section 6.5(a) 5.5 shall not be limited to or otherwise affected by the commencement, disclosure, announcement, announcement or submission to the Company of any Acquisition Proposal; provided that, notwithstanding the foregoing, the Company shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action and until the expiration of the last Matching Period. (d) Immediately after the approval of the Merger by the Company’s shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, Company shall establish a record date for, duly call, give notice of, take all action necessary under all applicable Law, and convene Legal Requirements (promptly after the Registration Statement is declared effective by the SEC) to send the Prospectus/Proxy Statement and hold a special shareholders' meeting of its shareholders for the purpose of voting to vote on the proposal to approve this Agreement, the Merger and the other transactions contemplated by this Agreement (the “"COMPANY GENERAL MEETING"), the Articles Amendment and the Option Proposal whether or not at any time subsequent to the date hereof the Board of Directors of the Company General Meeting”determines in compliance with Section 5.7 that it can no longer recommend to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, unless Company shall have terminated this Agreement pursuant to and in accordance with Section 7.1(j) hereof and entered into an Alternative Agreement (as defined in Section 7.1(j)). Subject to the notice requirements of the Israeli Companies Law and the Company Charter Documentsrules and regulations promulgated thereunder and the Articles of Association of Company, the Company General Meeting shall be held (on a date selected by Company and consented to by Parent, which consent shall not be unreasonably withheld) as promptly as practicable after the Company in consultation with Parent) within date hereof but no less earlier than thirty-five (35) 68 days after delivery from the filing of the notice calling for Merger Proposal. Subject to the terms of Section 5.3(c) hereof, Company shall use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement. Company shall call, notice, convene, hold, conduct and solicit all proxies in connection with, Company General Meeting but in any event no later than forty-five (45) days after the date of this Agreement. The Company shall ensure that all proxies solicited in connection with the Company General Meeting are solicited in compliance with all applicable Law and shall otherwise comply with all Law applicable to such meeting. The Company shall not permit Legal Requirements, including the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requestsCompanies Law, the Company shall adjourn or postpone Articles of Association of Company, and the Company General Meeting for a period rules of up to forty-five (45) days. Prior to the termination of this Agreement in accordance with its terms, the Company shall use its commercially reasonable efforts to obtain the Required Shareholders Vote, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights of the Company under Section 6.2Nasdaq. In the event that Parent, or any person or entity referred to in Section 320(c) of the Israeli Companies Law in connection with Parent, shall cast any votes with in respect to of this Agreement, the Merger, Merger or the other Transactionstransactions contemplated by this Agreement, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person or entity in such shares so voted. At the Company General Meeting, Parent and Merger Sub shall cause any Company Shares then owned by them and their subsidiaries to be voted in favor of the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement. Company may adjourn or postpone Company General Meeting: (i) if and to the extent necessary to provide any necessary supplement or amendment to the Prospectus/Proxy Statement to Company's shareholders in advance of a vote on this Agreement, the Merger and the other transactions contemplated by this Agreement; or (ii) if, as of the time for which Company General Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Company General Meeting. Company's obligation to call, give notice of, convene and hold Company General Meeting in accordance with this Section 5.3(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal (as defined in Section 5.7(a)). (b) Subject to Unless the Board of Directors of Company shall have withheld, withdrawn, amended, modified or changed its recommendation of this Agreement and the Merger in compliance with Section 6.25.3(c) hereof: (i) the Board of Directors of Company shall recommend that Company's shareholders vote in favor of and approve this Agreement, the Merger and the other transactions contemplated by this Agreement at Company General Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of Company Board recommends has recommended that the Company’s 's shareholders vote to in favor of and approve this Agreement, the Merger and the other transactions contemplated by this Agreement at the Company General Meeting Meeting; and (iii) neither the recommendation of the Company Board that the Company’s shareholders vote to approve the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions. Subject Directors of Company nor any committee thereof shall withhold, withdraw, amend, modify, change or propose or resolve to Section 6.2withhold, the Company Board Recommendation shall not be withdrawn withdraw, amend, modify or modified change, in each case in a manner adverse to Parent, and no resolution by the board of directors recommendation of the Board of Directors of Company or any committee thereof to withdraw or modify that Company's shareholders vote in favor of and approve this Agreement, the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposedMerger and the other transactions contemplated by this Agreement. (c) Prior to Nothing in this Agreement shall prevent the termination Board of Directors of Company from withholding, withdrawing, amending, modifying or changing its recommendation in favor of the approval of this Agreement and the Merger if: (i) a Superior Proposal (as defined below) is made to Company and is not withdrawn; (ii) neither Company nor any of its representatives shall have violated the terms of Section 5.7 hereof; (iii) the Board of Directors of Company concludes in accordance good faith, after consultation with its termsoutside counsel, that, in light of such Superior Proposal, the withholding, withdrawal, amendment, modification or changing of such recommendation is required in order for the Board of Directors of Company to comply with its fiduciary obligations to Company’s obligation 's shareholders with respect to call, give notice of, such Superior Proposal; (iv) this Agreement and hold the Merger have not yet been approved by Company's shareholders at Company General Meeting Meeting; and (v) concurrently with any such withholding, withdrawal, amendment, modification or changing of such recommendation, Company shall have terminated this Agreement pursuant to and in accordance with Section 6.5(a7.1(j) shall not be limited or otherwise affected hereof and entered into an Alternative Agreement. For the purposes of making the conclusion required by the commencement, disclosure, announcement, or submission clause (iii) of any Acquisition Proposal; provided that, notwithstanding the foregoingthis paragraph, the parties agree that the Board of Directors and its outside counsel shall determine such fiduciary obligations in accordance with Delaware law as if Company shall have no obligation to hold the Company General Meeting after the Company Board has taken were a Specified Action and until the expiration of the last Matching PeriodDelaware corporation. (d) Immediately No later than three days after the approval of the Merger by the Company’s 's shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, Company shall establish a record date for, duly call, give notice of, take all action necessary under all applicable LawLegal Requirements to call (as promptly as reasonably practicable after the execution and delivery of this Agreement), and convene give notice of and hold a special meeting of its shareholders for the purpose holders of voting Company Shares to vote on the proposal to approve the Merger (the “Company General Meeting”). Subject to the notice requirements of the Israeli Companies Law and the Articles of Association of the Company Charter Documentsand to the occurrence of any acts of war, sabotage, terrorism, acts of God or natural disasters in Israel that prevent the Company from holding the Company General Meeting after using reasonable best efforts to do so, the Company General Meeting shall be held (on a date selected by the Company in consultation with Parent) within no less than thirty-five (35) days as promptly as practicable after delivery the date of the notice calling for the Company General Meeting this Agreement, but in any event no later than forty-five (45) 45 days after the date of this Agreement. The Company shall ensure that all proxies solicited in connection with the Company General Meeting are solicited in compliance with all applicable Law Legal Requirements and shall otherwise comply with all Law Legal Requirements applicable to such meeting. The Company shall not permit the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requests, the Company shall adjourn or postpone the Company General Meeting for a period of up to forty-five (45) 45 days. Prior to the termination of this Agreement in accordance with its terms, the The Company shall use its commercially reasonable efforts to obtain the Required Shareholders Company Shareholder Vote, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights of the Company under Section 6.2. In the event that Parent, or any person referred to in Section 320(c) of the Israeli Companies Law in connection with Parent, shall cast any votes with respect to this Agreement, the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person in such shares so voted. (b) Subject to Section 6.25.4, the Proxy Statement shall include a statement to the effect that the board of directors of the Company Board recommends that the Company’s shareholders vote to approve the Merger at the Company General Meeting (the recommendation of the Company Board Company’s board of directors that the Company’s shareholders vote to approve the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions). Subject to Section 6.25.4, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (c) Prior to the termination of this Agreement in accordance with its terms, the The Company’s obligation to call, give notice of, of and hold the Company General Meeting in accordance with Section 6.5(a6.3(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement, announcement or submission of any Acquisition Proposal; provided that, notwithstanding the foregoing, except if the Company terminates this Agreement in accordance with Section 9.1 and no Legal Proceeding to dispute such termination shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action been commenced by Parent in good faith and until the expiration of the last Matching Periodis then pending. (d) Immediately Promptly after the approval of the Merger by the Company’s shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, Company shall establish a record date for, duly call, give notice of, take all action necessary under all applicable Lawlegal requirements to call (promptly after the execution and delivery of this Agreement), and convene give notice of and hold a special shareholders' meeting of its shareholders for the purpose of voting to vote on the proposal to approve this Agreement and the Merger (the “Company General Meeting”"COMPANY GENERAL MEETING"). Subject to the notice requirements of the Israeli Companies Law and the Company Charter Documentsrules and regulations promulgated thereunder, and the Articles of Association of Company, and the Form S-4 becoming effective, the Company General Meeting shall be held (on a date selected by the Company in consultation with Parent) within no less than thirty-five (35as promptly as practicable after the date hereof. Subject to the terms of SECTION 5.3(C) days after delivery hereof, Company shall use commercially reasonable efforts to solicit from its shareholders proxies in favor of the notice calling for approval of this Agreement and the Merger. Company shall call, notice, convene, hold and conduct the Company General Meeting but in any event no later than forty-five (45) days after the date of this Agreement. The Company shall ensure that and solicit all proxies solicited in connection with the Company General Meeting are solicited Meeting, in compliance in all material respects with all applicable Law and shall otherwise comply with all Law applicable to such meeting. The Company shall not permit legal requirements, including the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requestsCompanies Law, the Company shall adjourn or postpone Articles of Association of Company, and the Company General Meeting for a period rules of up to forty-five (45) days. Prior to the termination of this Agreement in accordance with its terms, the Company shall use its commercially reasonable efforts to obtain the Required Shareholders Vote, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights of the Company under Section 6.2Nasdaq. In the event that Parent, or any person referred to affiliate thereof as defined in Section 320(c) of the Israeli Companies Law in connection with ParentLaw, shall cast any votes with in respect to this Agreement, of the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the its interest or its affiliates respective interests of Parent or such person in such shares so voted. Company may adjourn or postpone the Company General Meeting (i) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement/Prospectus to Company's shareholders in advance of a vote on this Agreement and the Merger, or (ii) if, as of the time for which the Company General Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company General Meeting. Notwithstanding anything to the contrary contained in this Agreement, Company's obligation to call, give notice of, convene and hold the Company General Meeting in accordance with this SECTION 5.3(A) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal (as defined below), or by any withholding, withdrawal, amendment, modification or change of the recommendation of the Board of Directors of Company with respect to this Agreement and/or the Merger. (b) Subject to Unless the Board of Directors of Company shall have withheld, withdrawn, amended, modified or changed its recommendation of this Agreement and the Merger in compliance with Section 6.2, 5.3(c) hereof: (i) the Board of Directors of Company shall unanimously recommend that Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company General Meeting; (ii) the Proxy Statement Statement/Prospectus shall include a statement to the effect that the Board of Directors of Company Board recommends has unanimously recommended that the Company’s 's shareholders vote to in favor of and approve this Agreement and the Merger at the Company General Meeting Meeting; and (iii) neither the recommendation of the Company Board that the Company’s shareholders vote to approve the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions. Subject Directors of Company nor any committee thereof shall withhold, withdraw, amend, modify, change or propose or resolve to Section 6.2withhold, the Company Board Recommendation shall not be withdrawn withdraw, amend, modify or modified change, in each case in a manner adverse to Parent, and no resolution by the board of directors unanimous recommendation of the Board of Directors of Company or any committee thereof that Company's shareholders vote in favor of and approve this Agreement and the Merger. For all purposes of and under this Agreement, the foregoing recommendation of the Board of Directors of Company shall be deemed to withdraw or modify the Company Board Recommendation have been modified in a manner adverse to Parent if such recommendation by the Board of Directors of Company or any committee thereof shall no longer be adopted or proposedunanimous. (c) Prior to Nothing in this Agreement shall prevent the termination Board of Directors of Company from withholding, withdrawing, amending, modifying or changing its unanimous recommendation in favor of the approval of this Agreement and the Merger and recommending a Superior Proposal (as defined below) if (i) a Superior Proposal is made to Company and is not withdrawn, (ii) neither Company nor any of its representatives shall have violated the terms of SECTION 5.7 hereof, and (iii) the Board of Directors of Company reasonably concludes in accordance good faith, after consultation with its termsoutside counsel, that, in light of such Superior Proposal, the withholding, withdrawal, amendment, modification or changing of such recommendation and recommending such Superior Proposal are required in order for the Board of Directors of Company to comply with its fiduciary obligations under Israeli law; PROVIDED, HOWEVER, that prior to publicly withholding, withdrawing, amending, modifying or changing its recommendation in favor of the approval of this Agreement and the Merger, Company shall have given Parent at least two (2) business days prior written notice (or such lesser prior notice as provided to the members of Company’s 's Board of Directors) thereof and the opportunity to meet with Company and its counsel. Nothing contained in this SECTION 5.3 shall limit Company's obligation to call, give notice of, hold and hold convene the Company General Meeting in accordance with Section 6.5(a) shall not be limited or otherwise affected by (regardless of whether the commencement, disclosure, announcement, or submission unanimous recommendation of any Acquisition Proposal; provided that, notwithstanding the foregoing, the Board of Directors of Company shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action and until the expiration of the last Matching Periodbeen withheld, withdrawn, amended, modified or changed pursuant hereto). (d) Immediately No later than three days after the approval of the Merger by the Company’s 's shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, Company shall establish a record date for, duly call, give notice of, take all action necessary under all applicable LawLegal Requirements to send a notice of the shareholders' meeting, together with a summary of this Agreement, the Merger and convene the other transactions contemplated by this Agreement (the "SUMMARY") to the Company's shareholders and hold a special shareholders' meeting and a meeting of its shareholders for of each class of Company Shares (each such meeting to take place on the purpose of voting same date) to vote on the proposal to approve this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company General Meeting”"COMPANY GENERAL MEETING"). Subject to the notice requirements of the Israeli Companies Law and the Company Charter Documentsrules and regulations promulgated thereunder and the Articles of Association of Company, the Company General Meeting shall be held (on a date selected by the Company in consultation with and consented to by Parent, which consent shall not be unreasonably withheld) within no less than thirty-five (35) days as promptly as practicable after delivery of the notice calling for the Company General Meeting date hereof but in any event no later than forty-five (45) 45 days after the date filing of the Merger Proposal. The Company shall solicit from its shareholders proxies in favor of the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement. The Company shall ensure that call, notice, convene, hold, conduct and solicit all proxies solicited in connection with the Company General Meeting are solicited in compliance with all applicable legal requirements, including the Israeli Companies Law and shall otherwise comply with all Law applicable to such meetingthe Articles of Association of Company. The Company shall not permit the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requests, the Company shall may adjourn or postpone the Company General Meeting for a period of up to forty-five Meeting: (45i) days. Prior if and to the termination of this Agreement in accordance with its terms, extent necessary to provide any necessary supplement or amendment to the Company shall use its commercially reasonable efforts to obtain the Required Shareholders Vote, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights Notice of the Company under Section 6.2. In General Meeting and the event that Parent, or any person referred Summary to the Company's shareholders in Section 320(c) advance of the Israeli Companies Law in connection with Parent, shall cast any votes with respect to a vote on this Agreement, the Merger, or Merger and the other Transactionstransactions contemplated by this Agreement; or (ii) if, Parent shall, prior to such vote, disclose to as of the time for which the Company General Meeting is originally scheduled (as set forth in the respective interests Notice of Parent the Company General Meeting and the Summary), there are insufficient Company Shares represented (either in person or such person in such shares so votedby proxy) to constitute a quorum necessary to conduct the business of the Company General Meeting. (b) Subject to Section 6.2(i) the Board of Directors of the Company shall unanimously recommend that the Company's shareholders vote in favor of and approve this Agreement, the Proxy Statement Merger and the other transactions contemplated by this Agreement at the Company General Meeting; (ii) the Notice of the -50- Company General Meeting and the Summary shall include a statement to the effect that the Board of Directors of the Company Board recommends has unanimously recommended that the Company’s 's shareholders vote to in favor of and approve this Agreement, the Merger and the other transactions contemplated by this Agreement at the Company General Meeting Meeting; and (iii) neither the recommendation of the Company Board that the Company’s shareholders vote to approve the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions. Subject Directors of Company nor any committee thereof shall withhold, withdraw, amend, modify, change or propose or resolve to Section 6.2withhold, the Company Board Recommendation shall not be withdrawn withdraw, amend, modify or modified change, in each case in a manner adverse to Parent, and no resolution by the board unanimous recommendation of directors the Board of Directors of the Company or any committee thereof to withdraw or modify that the Company Board Recommendation Company's shareholders vote in a manner adverse to Parent shall be adopted or proposed. (c) Prior to the termination favor of and approve this Agreement in accordance with its termsAgreement, the Company’s obligation to call, give notice of, Merger and hold the Company General Meeting in accordance with Section 6.5(a) shall not be limited or otherwise affected other transactions contemplated by the commencement, disclosure, announcement, or submission of any Acquisition Proposal; provided that, notwithstanding the foregoing, the Company shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action and until the expiration of the last Matching Periodthis Agreement. (d) Immediately after the approval of the Merger by the Company’s shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, Company shall establish a record date for, duly call, give notice of, take all action necessary under all applicable LawLegal Requirements to send a notice of the shareholders' meeting, together with a summary of this Agreement, the Merger and convene the other transactions contemplated by this Agreement (the "SUMMARY") to the Company's shareholders and hold a special shareholders' meeting and a meeting of its shareholders for of each class of Company Shares (each such meeting to take place on the purpose of voting same date) to vote on the proposal to approve this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company General Meeting”"COMPANY GENERAL MEETING"). Subject to the notice requirements of the Israeli Companies Law and the Company Charter Documentsrules and regulations promulgated thereunder and the Articles of Association of Company, the Company General Meeting shall be held (on a date selected by the Company in consultation with and consented to by Parent, which consent shall not be unreasonably withheld) within no less than thirty-five (35) days as promptly as practicable after delivery of the notice calling for the Company General Meeting date hereof but in any event no later than forty-five (45) 45 days after the date filing of the Merger Proposal. The Company shall solicit from its shareholders proxies in favor of the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement. The Company shall ensure that call, notice, convene, hold, conduct and solicit all proxies solicited in connection with the Company General Meeting are solicited in compliance with all applicable legal requirements, including the Israeli Companies Law and shall otherwise comply with all Law applicable to such meetingthe Articles of Association of Company. The Company shall not permit the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requests, the Company shall may adjourn or postpone the Company General Meeting for a period of up to forty-five Meeting: (45i) days. Prior if and to the termination of this Agreement in accordance with its terms, extent necessary to provide any necessary supplement or amendment to the Company shall use its commercially reasonable efforts to obtain the Required Shareholders Vote, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights Notice of the Company under Section 6.2. In General Meeting and the event that Parent, or any person referred Summary to the Company's shareholders in Section 320(c) advance of the Israeli Companies Law in connection with Parent, shall cast any votes with respect to a vote on this Agreement, the Merger, or Merger and the other Transactionstransactions contemplated by this Agreement; or (ii) if, Parent shall, prior to such vote, disclose to as of the time for which the Company General Meeting is originally scheduled (as set forth in the respective interests Notice of Parent the Company General Meeting and the Summary), there are insufficient Company Shares represented (either in person or such person in such shares so votedby proxy) to constitute a quorum necessary to conduct the business of the Company General Meeting. (b) Subject to Section 6.2(i) the Board of Directors of the Company shall unanimously recommend that the Company's shareholders vote in favor of and approve this Agreement, the Proxy Statement Merger and the other transactions contemplated by this Agreement at the Company General Meeting; (ii) the Notice of the Company General Meeting and the Summary shall include a statement to the effect that the Board of Directors of the Company Board recommends has unanimously recommended that the Company’s 's shareholders vote to in favor of and approve this Agreement, the Merger and the other transactions contemplated by this Agreement at the Company General Meeting Meeting; and (iii) neither the recommendation of the Company Board that the Company’s shareholders vote to approve the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions. Subject Directors of Company nor any committee thereof shall withhold, withdraw, amend, modify, change or propose or resolve to Section 6.2withhold, the Company Board Recommendation shall not be withdrawn withdraw, amend, modify or modified change, in each case in a manner adverse to Parent, and no resolution by the board unanimous recommendation of directors the Board of Directors of the Company or any committee thereof to withdraw or modify that the Company Board Recommendation Company's shareholders vote in a manner adverse to Parent shall be adopted or proposedfavor of and approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (c) Prior to the termination of this Agreement in accordance with its terms, the Company’s obligation to call, give notice of, and hold the Company General Meeting in accordance with Section 6.5(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement, or submission of any Acquisition Proposal; provided that, notwithstanding the foregoing, the Company shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action and until the expiration of the last Matching Period. (d) Immediately No later than three days after the approval of the Merger by the Company’s 's shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The CompanyImmediately after the execution and delivery of this Agreement, but in no event later than the third fifth (3rd5th) Business Day after the date of this Agreementhereof, the Company shall establish a record date for, duly call, give notice of, take all action necessary or required under all applicable Law, and convene and hold a special Legal Requirements to publish the notice of the Company’s shareholders meeting of its shareholders for the purpose of voting on upon the proposal to approve the Merger (the “Company General Meeting”). Subject to the notice requirements of the Israeli Companies Law and the Company Charter DocumentsArticles of Association of the Company, the Company General Meeting shall be held (on a date selected by the Company in consultation with Parent) within no less than thirty-five (35) days as promptly as practicable after delivery the date of the notice calling for the Company General Meeting this Agreement, but in any event no later than forty-five (45) 35 days after the date of this Agreementthe notice to the Company General Meeting. The Company shall ensure that all proxies solicited in connection with the Company General Meeting are solicited in compliance with all applicable Law Legal Requirements and shall otherwise comply with all Law Legal Requirements applicable to such meeting. The Except in the case of a Change of Recommendation, the Company shall not permit the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requests, the Company shall adjourn or postpone the Company General Meeting for a period of up to forty-five (45) 14 days. Prior to Once the termination of this Agreement in accordance with its termsCompany has established a record date for the Company General Meeting, the Company shall use its commercially reasonable efforts to obtain not, except in the Required Shareholders Votecase of a Change of Recommendation, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights of change such record date or establish a different record date for the Company under Section 6.2. In General Meeting without the prior written consent of Parent unless required to do so by applicable Law (including, in the event that Parentthe Company General Meeting is adjourned or postponed in accordance with this Section ‎6.3‎(a), by implementing such adjournment or any person referred to postponement in Section 320(c) of such a way that the Israeli Companies Law in connection with ParentCompany does not establish a new record date for the Company General Meeting, shall cast any votes with respect to this Agreementas so adjourned or postponed, the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person in such shares so votedextent permissible under applicable Law). (b) Subject to Section 6.2‎5.4, the Proxy Statement shall include a statement to the effect that the Company Board recommends that the Company’s shareholders vote to approve this Agreement, the Merger and the other Transactions at the Company General Meeting (the recommendation of the Company Board that the Company’s shareholders vote to approve this Agreement, the Merger and the other Transactions being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions). Subject to Section 6.2‎5.4, the Company Board Recommendation shall not be withdrawn withdrawn, qualified or modified in a manner adverse to Parent, and no resolution by the board of directors of the Company Board or any committee thereof to withdraw withdraw, qualify or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposedadopted. (c) Prior to the termination of this Agreement in accordance with its terms, the The Company’s obligation to call, give notice of, of and hold the Company General Meeting in accordance with Section 6.5(a‎6.3(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement, announcement or submission of any Acquisition Proposal; provided . The Company agrees that, notwithstanding unless this Agreement has been terminated in accordance with Section ‎9.1, it shall not submit to the foregoing, vote of the Company shall have no obligation Company’s shareholders any Acquisition Proposal or Acquisition Transaction prior to hold the vote of the Company’s shareholders with respect to this Agreement and the Merger at the Company General Meeting after Meeting; provided, however, that nothing shall, upon a Change of Recommendation, prohibit the Company Board has taken a Specified Action and until the expiration of the last Matching Period. (d) Immediately after the approval of from submitting the Merger by and the Acquisition Proposal or Acquisition Transaction to the vote of the Company’s shareholders at the same general meeting of shareholders of the Company. (d) The Company shall, through the Company Board, use reasonable commercial efforts to solicit from the Company shareholders proxies in favor of the approval of this Agreement and to obtain the Required Company Shareholder Vote. The Company shall, upon the reasonable request of Parent, advise Parent on a daily basis on each of the last ten (10) Business Days prior to the date of the Company General Meeting, Meeting (unless otherwise agreed to by Parent) as to the aggregate tally of proxies received by the Company shall (with respect to the Required Company Shareholder Vote. In the event that Parent, or any Person referred to in accordance with Section 317(b320(c) of the Israeli Companies Law) inform the Companies Registrar Law shall cast any votes in respect of the decision of the Company General Meeting Merger, Parent shall, and with respect to any Person, if Parent is aware of such vote it shall, prior to such vote, disclose to the MergerCompany the respective interests of Parent or such Person in such shares so voted.

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, Company shall establish a record date for, duly call, give notice of, take any and all action necessary under all applicable LawLegal Requirements and the Charter Documents to, (i) as promptly as practicable but in no event later than 14 days after the date hereof, call and convene and hold a special meeting give notice of its shareholders for an Extraordinary General Meeting of the purpose holders of voting on the proposal to approve the Merger Company Shares (the “Company General Meeting”, and the notice thereof, in the form attached hereto as Exhibit I-1, the “Company General Meeting Notice”) in which the shareholders of the Company will be requested to approve the resolutions set forth in Exhibit I-2 (the “Shareholders’ Resolutions”), and (ii) cause the Proxy Statement to be mailed to the Company’s shareholders together with the Company General Meeting Notice. Subject to the notice requirements of the Israeli Companies Law and the Company regulations thereunder and the Charter Documents, the Company General Meeting shall be held as promptly as practicable after the date hereof (on a date selected by the Company in consultation with Parentand consented to by the Investors’ Representative (such consent not to be unreasonably withheld or delayed)) within which shall be no less later than thirty-five (35) 35 days after delivery of the Company General Meeting Notice. The Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of the Shareholders’ Resolutions and, without limitation of the foregoing shall engage a proxy solicitation firm in the U.S. whose identity shall be coordinated with the Investors’ Representative, in order to solicit the votes of shareholders of the Company in favor of the Shareholders’ Resolution. The Investors shall make best efforts to participate in discussions with shareholders of the Company, at the Company’s request, upon reasonable prior notice calling for and in such discussions the Investors are permitted to disclose to such shareholders information concerning the Company which is otherwise subject to Section 6.5, which in the Investors’ view is reasonably necessary or appropriate. The Company shall call, convene, hold and conduct the Company General Meeting but in any event no later than forty-five (45) days after the date of this Agreement. The Company shall ensure that all and solicit proxies solicited in connection with the Company General Meeting are solicited respect thereto in compliance as to form and substance with all applicable Legal Requirements, including the Israeli Companies Law and shall otherwise comply with all Law applicable to such meeting. The Company shall not permit the adjournment or postponement of the Company General Meeting without Charter Documents. (b) Without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requestsInvestors’ Representative, the Company shall may adjourn or postpone the Company General Meeting for a period of up to forty-five only: (45i) days. Prior if and to the termination of this Agreement in accordance with its terms, the Company shall use its commercially reasonable efforts extent necessary to obtain the Required Shareholders Vote, provided that the obligations provide any supplement or amendment to use commercially reasonable efforts does not derogate in any way from the rights of the Company under Section 6.2. In the event that Parent, or any person referred to in Section 320(c) of the Israeli Companies Law in connection with Parent, shall cast any votes with respect to this Agreement, the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person in such shares so voted. (b) Subject to Section 6.2, the Proxy Statement shall include a statement to the effect that the Company Board recommends that the Company’s shareholders in advance of a vote to approve on the Merger at the Company General Meeting Shareholders Resolutions; (the recommendation ii) if, as of the time for which such meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Company Board that Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the Company’s shareholders vote to approve business of such meeting; or (iii) as may otherwise be required specifically by applicable Legal Requirements. Except as specifically provided in the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions. Subject to Section 6.2, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (c) Prior to the termination of this Agreement in accordance with its termspreceding sentence, the Company’s obligation to call, give notice of, convene and hold the Company General Meeting in accordance with this Section 6.5(a) 6.1 shall not be limited to or otherwise affected by the commencement, disclosure, announcement, announcement or submission to the Company of any Acquisition Proposal; provided that, notwithstanding the foregoing, the Company shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action and until the expiration of the last Matching Period. (d) Immediately after the approval of the Merger by the Company’s shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The CompanyImmediately after the execution and delivery of this Agreement, but in no event later than the third fifth (3rd5th) Business Day after the date of this Agreementhereof, the Company shall establish a record date for, duly call, give notice of, take all action necessary or required under all applicable Law, and convene and hold a special Legal Requirements to publish the notice of the Company’s shareholders meeting of its shareholders for the purpose of voting on upon the proposal to approve the Merger (the “Company General Meeting”). Subject to the notice requirements of the Israeli Companies Law and the Company Charter DocumentsArticles of Association of the Company, the Company General Meeting shall be held (on a date selected by the Company in consultation with Parent) within no less than thirty-five (35) days as promptly as practicable after delivery the date of the notice calling for the Company General Meeting this Agreement, but in any event no later than forty-five (45) 35 days after the date of this Agreementthe notice to the Company General Meeting. The Company shall ensure that all proxies solicited in connection with the Company General Meeting are solicited in compliance with all applicable Law Legal Requirements and shall otherwise comply with all Law Legal Requirements applicable to such meeting. The Except in the case of a Change of Recommendation, the Company shall not permit the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requests, the Company shall adjourn or postpone the Company General Meeting for a period of up to forty-five (45) 14 days. Prior to Once the termination of this Agreement in accordance with its termsCompany has established a record date for the Company General Meeting, the Company shall use its commercially reasonable efforts to obtain not, except in the Required Shareholders Votecase of a Change of Recommendation, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights of change such record date or establish a different record date for the Company under Section 6.2. In General Meeting without the prior written consent of Parent unless required to do so by applicable Law (including, in the event that Parentthe Company General Meeting is adjourned or postponed in accordance with this Section 6.3(a), by implementing such adjournment or any person referred to postponement in Section 320(c) of such a way that the Israeli Companies Law in connection with ParentCompany does not establish a new record date for the Company General Meeting, shall cast any votes with respect to this Agreementas so adjourned or postponed, the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person in such shares so votedextent permissible under applicable Law). (b) Subject to Section 6.25.4, the Proxy Statement shall include a statement to the effect that the Company Board recommends that the Company’s shareholders vote to approve this Agreement, the Merger and the other Transactions at the Company General Meeting (the recommendation of the Company Board that the Company’s shareholders vote to approve this Agreement, the Merger and the other Transactions being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions). Subject to Section 6.25.4, the Company Board Recommendation shall not be withdrawn withdrawn, qualified or modified in a manner adverse to Parent, and no resolution by the board of directors of the Company Board or any committee thereof to withdraw withdraw, qualify or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposedadopted. (c) Prior to the termination of this Agreement in accordance with its terms, the The Company’s obligation to call, give notice of, of and hold the Company General Meeting in accordance with Section 6.5(a6.3(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement, announcement or submission of any Acquisition Proposal; provided . The Company agrees that, notwithstanding unless this Agreement has been terminated in accordance with Section 9.1, it shall not submit to the foregoing, vote of the Company shall have no obligation Company’s shareholders any Acquisition Proposal or Acquisition Transaction prior to hold the vote of the Company’s shareholders with respect to this Agreement and the Merger at the Company General Meeting after Meeting; provided, however, that nothing shall, upon a Change of Recommendation, prohibit the Company Board has taken a Specified Action and until the expiration of the last Matching Period. (d) Immediately after the approval of from submitting the Merger by and the Acquisition Proposal or Acquisition Transaction to the vote of the Company’s shareholders at the same general meeting of shareholders of the Company. (d) The Company shall, through the Company Board, use reasonable commercial efforts to solicit from the Company shareholders proxies in favor of the approval of this Agreement and to obtain the Required Company Shareholder Vote. The Company shall, upon the reasonable request of Parent, advise Parent on a daily basis on each of the last ten (10) Business Days prior to the date of the Company General Meeting, Meeting (unless otherwise agreed to by Parent) as to the aggregate tally of proxies received by the Company shall (with respect to the Required Company Shareholder Vote. In the event that Parent, or any Person referred to in accordance with Section 317(b320(c) of the Israeli Companies Law) inform the Companies Registrar Law shall cast any votes in respect of the decision of the Company General Meeting Merger, Parent shall, and with respect to any Person, if Parent is aware of such vote it shall, prior to such vote, disclose to the MergerCompany the respective interests of Parent or such Person in such shares so voted.

Company General Meeting. (ai) The Company, no later than the third (3rd) Business Day after the date of this Agreement, shall establish a record date for, duly call, give notice of, take all action necessary under all applicable Law, and convene and hold a special meeting of its shareholders for the purpose of voting on the proposal to approve the Merger (the “Company General Meeting”). Subject to the notice requirements of the Israeli Companies Law and the Company Charter Documents, the Company General Meeting shall be held (on a date selected by the Company in consultation with Parent) within no less than thirty-five (35) days after delivery of the notice calling for the Company General Meeting but in any event no later than forty-five (45) days after the date of this Agreement. The Company shall ensure that all proxies solicited in connection with the Company General Meeting are solicited in compliance with all applicable Law and shall otherwise comply with all Law applicable to such meeting. The Company shall not permit the adjournment or postponement of the Company General Meeting without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requests, the Company shall adjourn or postpone the Company General Meeting for a period of up to forty-five (45) days. Prior to the termination of this Agreement in accordance with its terms, the Company shall use its commercially reasonable efforts to obtain the Required Shareholders Vote, provided that the obligations to use commercially reasonable efforts does not derogate in any way from the rights of the Company under Section 6.2. In the event that Parent, or any person referred to in Section 320(c) of the Israeli Companies Law in connection with Parent, shall cast any votes with respect to this Agreement, the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person in such shares so voted. (bj) Subject to Section 6.2, the Proxy Statement shall include a statement to the effect that the Company Board recommends that the Company’s shareholders vote to approve the Merger at the Company General Meeting (the recommendation of the Company Board that the Company’s shareholders vote to approve the Merger being referred to as the “Company Board Recommendation”) and a fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Transactions. Subject to Section 6.2, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (ck) Prior to the termination of this Agreement in accordance with its terms, the Company’s obligation to call, give notice of, and hold the Company General Meeting in accordance with Section 6.5(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement, or submission of any Acquisition Proposal; provided that, notwithstanding the foregoing, the Company shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action and until the expiration of the last Matching Period. (dl) Immediately after the approval of the Merger by the Company’s shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.

Company General Meeting. (a) The Company, no later than the third (3rd) Business Day after the date of this Agreement, Company shall establish a record date for, duly call, give notice of, take any and all action necessary under all applicable LawLegal Requirements and the Charter Documents to, (i) as promptly as practicable but in no event later than 7 days after the date hereof, call and convene and hold a special meeting give notice of its shareholders for an Extraordinary General Meeting of the purpose holders of voting on the proposal to approve the Merger Company Shares (the “Company General Meeting”, and the notice thereof, in the form attached hereto as Exhibit I-1, the “Company General Meeting Notice”) in which the shareholders of the Company will be requested to approve the resolutions set forth in Exhibit I-2 (the “Shareholders Resolutions”), and (ii) cause the Proxy Statement to be mailed to the Company’s shareholders together with the Company General Meeting Notice. Subject to the notice requirements of the Israeli Companies Law and the Company regulations thereunder and the Charter Documents, the Company General Meeting shall be held as promptly as practicable after the date hereof (on a date selected by the Company in consultation with Parentand consented to by the Investor (such consent not to be unreasonably withheld or delayed)) within which shall be no less later than thirty-five (35) 35 days after delivery of the Company General Meeting Notice. The Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of the Shareholders Resolutions, in order to solicit the votes of shareholders of the Company in favor of the Shareholders Resolution. The Investor shall make best efforts to participate in discussions with shareholders of the Company, at the Company’s request, upon reasonable prior notice calling for and in such discussions the Investor is permitted to disclose to such shareholders information concerning the Company which is otherwise subject to Section ‎6.5, which in the Investor’ view is reasonably necessary or appropriate. The Company shall call, convene, hold and conduct the Company General Meeting but in any event no later than forty-five (45) days after the date of this Agreement. The Company shall ensure that all and solicit proxies solicited in connection with the Company General Meeting are solicited respect thereto in compliance as to form and substance with all applicable Legal Requirements, including the Israeli Companies Law and shall otherwise comply with all Law applicable to such meeting. The Company shall not permit the adjournment or postponement of the Company General Meeting without Charter Documents. (b) Without the prior written consent of Parent, unless otherwise ordered by an Israeli Governing Authority or required pursuant to applicable Law or the Company’s organizational documents; provided, however, that if Parent so requestsInvestor, the Company shall may adjourn or postpone the Company General Meeting for a period of up to forty-five only: (45i) days. Prior if and to the termination of this Agreement in accordance with its terms, the Company shall use its commercially reasonable efforts extent necessary to obtain the Required Shareholders Vote, provided that the obligations provide any supplement or amendment to use commercially reasonable efforts does not derogate in any way from the rights of the Company under Section 6.2. In the event that Parent, or any person referred to in Section 320(c) of the Israeli Companies Law in connection with Parent, shall cast any votes with respect to this Agreement, the Merger, or the other Transactions, Parent shall, prior to such vote, disclose to the Company the respective interests of Parent or such person in such shares so voted. (b) Subject to Section 6.2, the Proxy Statement shall include a statement to the effect that the Company Board recommends that the Company’s shareholders in advance of a vote to approve on the Merger at the Company General Meeting Shareholders Resolutions; (the recommendation ii) if, as of the time for which such meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Company Board that Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the Company’s shareholders vote to approve the Merger being referred to business of such meeting; (iii) as the “Company Board Recommendation”may otherwise be required specifically by applicable Legal Requirements or (iv) as provided in Section ‎6.8(a) and a fairness opinion obtained by Section ‎6.9,. Except as specifically provided in the Company Board in connection with the approval by the Company Board of the Transactions. Subject to Section 6.2, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (c) Prior to the termination of this Agreement in accordance with its termspreceding sentence, the Company’s obligation to call, give notice of, convene and hold the Company General Meeting in accordance with this Section 6.5(a) ‎6.1 shall not be limited to or otherwise affected by the commencement, disclosure, announcement, announcement or submission to the Company of any Acquisition Proposal; provided that, notwithstanding the foregoing, the Company shall have no obligation to hold the Company General Meeting after the Company Board has taken a Specified Action and until the expiration of the last Matching Period. (d) Immediately after the approval of the Merger by the Company’s shareholders at the Company General Meeting, the Company shall (in accordance with Section 317(b) of the Israeli Companies Law) inform the Companies Registrar of the decision of the Company General Meeting with respect to the Merger.