Common use of Company Shareholder Approval Clause in Contracts

Company Shareholder Approval. (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76

Company Shareholder Approval. (ia) As promptly Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as soon as reasonably practicable after the Proxy/Registration Statement is declared effective under by the Securities ActSEC to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and, and on a date no later than twenty (20) Business Days following such effectivenessif mutually agreed, the Company shall (A) solicit and obtain the Company Shareholder Approval any other matters required to be approved by way of passing a resolution Company’s shareholders in order to permit consummation of the Company Shareholders by written means in accordance with Merger and the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act), and on a date no later than twenty (20) Business Days following such effectivenessshall, for subject to Section 5.09 and the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor last sentence of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will Section 5.04(a), use its reasonable best efforts to (A) solicit from such approval by such shareholders. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its shareholders written consents and/or proxies in favor of reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and (B) obtain the other transactions contemplated hereby, and shall ensure that the Company Shareholder Approval Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the MBCA, the Articles of Incorporation and Bylaws of Company and all other applicable Law and legal requirements. Except with the Company’s Governing Documents (including if necessary any adjournment or postponement prior approval of such meeting Buyer, no other matters shall be submitted for the purpose approval of establishing a quorum). The Company (y) shall set the date of shareholders at the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn Meeting. If the Company Shareholders’ Meeting without Board changes the prior written consent of Acquiror (which consent Company Recommendation in accordance with Section 5.09, Company shall not be unreasonably withheld, conditioned required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or delayed)to use its reasonable best efforts to obtain the Requisite Shareholder Approval to consummate the Merger; provided, however, that notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company may adjourn Meeting shall be convened and this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting Meeting, for a period not exceeding sixteen the purpose of voting on the approval of this Agreement and the transactions contemplated hereby (16) days without including the consent Merger), and nothing contained herein shall be deemed to relieve Company of the Acquiror. 76such obligation.

Company Shareholder Approval. (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx Acquiror and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after (and in any event within two (2) Business Days) following the Proxy/date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Shareholder Written ResolutionConsent Deadline”), or the Company shall obtain and deliver to ARYA a true and correct copy of the adoption and approval of this Agreement and the transactions contemplated hereby by the Company Shareholders acting by written consent in lieu of a meeting (Bin form and substance reasonably satisfactory to ARYA) (the “Company Shareholder Written Consent”) that is duly executed and delivered by the Company Shareholders that hold (i) in the event aggregate, the requisite number and type of Company Shares as are required for the approval and adoption of this Agreement, the Ancillary Documents to which the Company is not able to obtain or will be a party and the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene transactions contemplated hereby and hold a meeting thereby (including the Mergers and the termination of the Company Shareholders (including any adjournment thereofAgreements), in each case, in accordance with the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities ActDGCL, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents and the Company Shareholders Agreements and (including if necessary any adjournment or postponement ii) the Requisite Preferred Majority in favor of such meeting for the purpose approval and adoption of establishing a quorumthe Company Preferred Shares Conversion (clause (i) and (ii), collectively, the “Requisite Company Shareholder Approval”). The Company (y) shall set Company, through the date unanimous approval of the Company Shareholders’ Meeting Board, shall recommend to the holders of Company Shares the approval and adoption of this Agreement, the Ancillary Documents to which the Company is or will be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror a party and the Companytransactions contemplated hereby and thereby (including the Mergers, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without Preferred Shares Conversion and the prior written consent termination of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn Shareholders Agreements) (the “Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76Board Recommendation”).

Company Shareholder Approval. Upon the terms set forth in this Agreement, the Company shall (i) As use its best efforts to solicit and obtain the Company Shareholder Approval in the form of an irrevocable written consent (the “Written Consent”) of the Requisite Company Shareholder (pursuant to the Company Shareholder Support Agreement) promptly as reasonably practicable following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to shareholders, but in any event no later than two (2) Business Days after the Proxy/Registration Statement is declared effective under the Securities Act, Act and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”)delivered or otherwise made available to shareholders, or (Bii) in the event the Company determines it is not able to obtain the Written Consent, the Company Shareholders’ Written Resolution, establish a record date for, shall duly call, give notice of, convene and hold a meeting of the shareholders of the Company Shareholders (including any adjournment thereoffor the purpose of voting solely upon the adoption of this Agreement, the “Company Shareholders’ Meeting”) to be held as other agreements contemplated hereby and the transactions contemplated hereby and thereby, including the Merger and Plan of Merger, promptly as reasonably practicable following after the date that the Proxy/Registration Statement is declared effective under the Securities ActAct and delivered or otherwise made available to shareholders, and on a date but in any event no later than twenty two (202) Business Days following such effectiveness, for after the purpose of obtaining Registration Statement is declared effective under the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) Securities Act and such other matter as may be mutually agreed by Xxxxxxxx and the Companydelivered or otherwise made available to shareholders. The Company will use its reasonable best efforts to shall (Ax) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and if required under clause (Bii) above, obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of at such meeting for of the purpose shareholders of establishing a quorum). The the Company and (y) shall set the date of take all other action necessary or advisable to secure the Company Shareholders’ Meeting Shareholder Approval promptly after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to be shareholders, but in any event no later than twenty two (202) Business Days after the Proxy/Registration Statement is declared effective under the Securities Act and delivered or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76otherwise made available to shareholders.

Company Shareholder Approval. (i) As promptly The Company agrees to take, in accordance with applicable Law and the Company Charter and the Company Bylaws, all action necessary to convene as reasonably soon as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (and on a date will in any event use reasonable best efforts to convene such meeting no later than twenty forty-five (2045) Business Days following calendar days after the Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such effectiveness, purposes (the “Company shall (AMeeting”) solicit to consider and to obtain the Company Shareholder Approval by way of passing a resolution of Approval. Subject to Section 5.06(c), the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able Board shall at all times prior to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a during such special meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, recommend such approval and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Meeting whether or not (x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Meeting (A) solicit from its shareholders written consents and/or proxies if, as of the time for which the Company Meeting is originally scheduled (as set forth in favor the Prospectus/Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholder Approval and Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval in compliance with all applicable Law and Approval. Parent may require the Company’s Governing Documents Company to adjourn, delay or postpone the Company Meeting once for a period not to exceed thirty (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company 30) calendar days (y) shall set but prior to the date of the Company Shareholders’ Meeting to be no later than twenty that is four (204) Business Days after prior to the Proxy/Registration Statement is declared effective or such other End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established a record date as may be agreed by Acquiror and for the CompanyCompany Meeting, acting reasonably, and (z) the Company shall not adjourn change such record date or establish a different record date for the Company Shareholders’ Meeting without the prior written consent of Acquiror Parent, unless required to do so by applicable Law or the Company Charter or the Company Bylaws or in connection with a postponement or adjournment of the Company Meeting permitted by this Section 5.04. Without the prior written consent of Parent, approval of the principal terms of this Agreement and the transactions contemplated hereby (which consent including the Merger) shall not be unreasonably withheld, conditioned or delayed); provided, however, the only matter (other than matters of procedure (including a customary adjournment proposal to solicit additional proxies if necessary to obtain the Company Shareholder Approval) and matters required by applicable Law to be voted on by the Company’s shareholders in connection with the approval of this Agreement and the transactions contemplated hereby) that the Company may adjourn shall propose to be acted on by the shareholders of the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without at the consent of the Acquiror. 76Company Meeting.

Company Shareholder Approval. (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, Act for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and will take such other action as is reasonably necessary or advisable to obtain such proxies and the Company Shareholder Approval and (B) obtain the Company Shareholder Approval vote or consent of its shareholders required by and in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later not more than twenty fifteen (2015) Business Days days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the CompanyCompany in writing, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting for more than three (3) Business Days in aggregate (and in any event to a date not less than 48 hours before the scheduled Acquiror Shareholders’ Meeting) without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76.

Company Shareholder Approval. (ia) As promptly Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene an annual or special meeting of its shareholders as soon as reasonably practicable after to consider and vote upon the Proxy/Registration Statement is declared effective under approval of this Agreement and the Securities Acttransactions contemplated hereby, and on a date no later than twenty (20) Business Days following such effectiveness, including the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders Merger (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) ). Subject to be held as promptly as reasonably practicable following Section 6.08 and the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor last sentence of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Section 6.04(a), Company will shall use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of obtain the Requisite Company Shareholder Approval to consummate the Merger and (B) obtain the other transactions contemplated hereby, including preparing and filing a proxy statement with the Securities and Exchange Commission to be used to solicit votes for the Company Shareholder Approval Meeting (the “Proxy Statement”) and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the MGCL, the Articles of Incorporation and Bylaws of Company and all other applicable Law legal requirements. In connection with the Company Meeting, the Company shall prepare and distribute to all participants in the Company’s Governing Documents Sunnyside Federal Savings and Loan Association of Irvington Employee Stock Ownership Plan (including if necessary any adjournment or postponement of such meeting the “ESOP”) maintained by Bank materials for the purpose of establishing permitting the ESOP participants to direct the manner in which the shares of Company stock allocated to their accounts in the ESOP are to be voted. Except with the prior approval of Buyer or matters of a quorum). The type routinely included in Company’s annual meeting, no other matters other than those provided for herein shall be submitted for the approval of Company (y) shall set the date of shareholders at the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn Meeting. If the Company Shareholders’ Meeting without Board changes the prior written consent of Acquiror (which consent Company Recommendation in accordance with Section 6.08, Company shall not be unreasonably withheld, conditioned required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or delayed); provided, however, that to use its reasonable best efforts to obtain the Requisite Company may adjourn Shareholder Approval to consummate the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76Merger.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the The Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with applicable Law and the Singapore Companies Act (the “Company Shareholders’ Written Resolution”)Company’s articles of incorporation and bylaws, or (B) in the event the Company is not able all action necessary to obtain the Company Shareholders’ Written Resolution, establish a record date for, and to duly call, give notice of, convene and hold a meeting of the Company Shareholders its shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) as soon as practicable (and in any event such meeting to be held as promptly as reasonably practicable convened within forty-five (45) days following the date that time when the Proxy/Registration Statement S-4 is declared effective under the Securities Act, and on a date no later than twenty (20effective) Business Days following such effectiveness, for the purpose of obtaining the Requisite Company Shareholder Approval (including any adjournment Vote required in connection with this Agreement and the Integrated Mergers. Except with the prior approval of such meeting Parent, no other matters shall be submitted for the purpose approval of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and Company shareholders at the CompanyCompany Meeting. The Company will shall, through the Company Board, recommend to its shareholders that they adopt and approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and shall use its reasonable best efforts to (A) solicit such approval from its the shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) to obtain the Requisite Company Shareholder Approval Vote, including by communicating to its shareholders the Company Recommendation (and including the Company Recommendation in compliance the Proxy Statement). However, subject to Section 8.1 and Section 8.2, if the Company Board, after receiving the advice of its outside counsel and, with all respect to financial matters, its financial advisor, determines in good faith that it would be reasonably likely to constitute a violation of its fiduciary duties under applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Company Shareholders’ Meeting to be no later than twenty Board may (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent but shall not be unreasonably withheldrequired to) submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), conditioned in which event the Company Board may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement or delayed)an appropriate amendment or supplement thereto to the extent required by law; provided, however, that the Company Board may adjourn not take any actions under this sentence unless (i) it gives Parent at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Company Shareholders’ Meeting for Board in response to a period not exceeding sixteen (16) days without Superior Proposal, the consent latest material terms and conditions of, and the identity of the Acquirorthird party making, any such Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstance), and (ii) at the end of such notice period, the Company Board takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless be reasonably likely to constitute a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. 76Notwithstanding the foregoing, the changing, qualifying or modifying of the Company Recommendation by the Company Board shall not change the approval of the Company Board for purposes of causing any Takeover Law to be inapplicable to this Agreement and the transactions contemplated hereby.

Company Shareholder Approval. (ia) As Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (and on a date no later than in any event within twenty (20) Business Days days following such effectivenessthe time when the final Proxy Statement-Prospectus becomes available, subject to extension with the Company shall consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (Aincluding the Merger) solicit and obtain the Company Shareholder Approval and, if mutually agreed, any other matters required to be approved by way of passing a resolution Company’s shareholders in order to permit consummation of the Company Shareholders by written means in accordance with Merger and the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act), and on a date no later than twenty (20) Business Days following such effectivenessshall, for subject to Section 5.09 and the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor last sentence of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will Section 5.04(a), use its reasonable best efforts to (A) solicit from such approval by such shareholders. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its shareholders written consents and/or proxies in favor of reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and (B) obtain the other transactions contemplated hereby, and shall ensure that the Company Shareholder Approval Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable Law and legal requirements. Except with the Company’s Governing Documents (including if necessary any adjournment or postponement prior approval of such meeting Buyer, no other matters shall be submitted for the purpose approval of establishing a quorum). The Company (y) shall set the date of shareholders at the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn Meeting. If the Company Shareholders’ Meeting without Board changes the prior written consent of Acquiror (which consent Company Recommendation in accordance with Section 5.09, Company shall not be unreasonably withheld, conditioned required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or delayed)to use its reasonable best efforts to obtain the Requisite Shareholder Approval to consummate the Merger; provided, however, that notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company may adjourn Meeting shall be convened and this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting Meeting, for a period not exceeding sixteen the purpose of voting on the approval of this Agreement and the transactions contemplated hereby (16) days without including the consent Merger), and nothing contained herein shall be deemed to relieve Company of the Acquiror. 76such obligation.

Company Shareholder Approval. (ia) As The Company shall take, in accordance with the CICA, other applicable Law and the Company Articles of Association, all action reasonably necessary to establish a record date (which date shall be mutually agreed with SPAC) for, duly call, give notice of, hold, and convene an extraordinary general meeting of its shareholders (including any permitted adjournment or postponement, the “Company Extraordinary General Meeting”) as promptly as reasonably practicable (but in no event later than 6 Business Days after the Proxy/Registration Statement is declared effective under Proxy Clearance Date), to consider and vote upon the Securities Actapproval of (i) this Agreement, the Plan of Merger and the Transactions, including the Merger, and (ii) the adjournment of the Company Extraordinary General Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve the foregoing (the “Company Shareholder Matters”). Without the prior written consent of SPAC, the Company Shareholder Matters shall be the only matters (other than procedural matters) which the Company shall propose to be acted on a date no later than twenty by the Company’s shareholders at the Company Extraordinary General Meeting, as adjourned or postponed. The Company shall, through the Special Transaction Committee, recommend to the shareholders of the Company and solicit the authorization and approval (20as applicable) Business Days of the Company Shareholder Matters (the “Company Board Recommendation”). Subject to the immediately following such effectivenesssentence, the Company shall (A) solicit and obtain include the Company Shareholder Approval by way Board Recommendation in the Company Solicitation Materials. The board of passing a resolution directors of the Company Shareholders by written means in accordance with the Singapore Companies Act shall not (the “Company Shareholders’ Written Resolution”)and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or (B) in the event publicly propose to change, withdraw, withhold, qualify or modify, the Company is not able to obtain Board Recommendation for any reason, unless the board of directors of the Company Shareholders’ Written Resolution(or the applicable committee or subgroup thereof) determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. The Company agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, Extraordinary General Meeting for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor seeking approval of the Company Shareholder Approval Matters shall not be affected by any intervening event or circumstance (including any change, withdrawal, withholding, qualification or modification to the Company Board Recommendation), and (B) obtain the Company agrees to establish a record date for, duly call, give notice of, convene and hold the Company Extraordinary General Meeting and submit for the approval of its stockholders the Company Shareholder Approval Matters, in compliance each case in accordance with all applicable Law and the Company’s Governing Documents this Agreement, regardless of any intervening event or circumstance (including if necessary any adjournment change, withdrawal, withholding, qualification or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of modification to the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayedBoard Recommendation); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76.

Company Shareholder Approval. (i) As promptly The Company agrees to take, in accordance with applicable Law and the Company Charter and the Company Bylaws, all action necessary to convene as reasonably soon as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (and on a date will in any event use reasonable best efforts to convene such meeting no later than twenty forty-five (2045) Business Days following calendar days after the Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such effectiveness, purposes (the “Company shall (AMeeting”) solicit to consider and to obtain the Company Shareholder Approval by way of passing a resolution of Approval. Subject to Sections 5.06(c) and 5.06(d), the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able Board shall at all times prior to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a during such special meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, recommend such approval and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Meeting whether or not (x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Meeting (A) solicit from its shareholders written consents and/or proxies if, as of the time for which the Company Meeting is originally scheduled (as set forth in favor the Prospectus/Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholder Approval and Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval in compliance with all applicable Law and Approval. Parent may require the Company’s Governing Documents Company to adjourn, delay or postpone the Company Meeting once for a period not to exceed thirty (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company 30) calendar days (y) shall set but prior to the date of the Company Shareholders’ Meeting to be no later than twenty that is five (205) Business Days after prior to the Proxy/Registration Statement is declared effective or such other End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established a record date as may be agreed by Acquiror and for the CompanyCompany Meeting, acting reasonably, and (z) the Company shall not adjourn change such record date or establish a different record date for the Company Shareholders’ Meeting without the prior written consent of Acquiror (which Parent, unless required to do so by applicable Law or the Company Charter or the Company Bylaws or in connection with a postponement or adjournment of the Company Meeting permitted by this Section 5.05. Without the prior written consent of Parent, the Company Stockholder Approval shall not be unreasonably withheld, conditioned or delayed); provided, however, the only matter that the Company may adjourn shall propose to be acted on by the shareholders of the Company Shareholders’ at the Company Meeting for a period not exceeding sixteen (16) days without the consent other than other matters of the Acquiror. 76type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby).

Company Shareholder Approval. (i) As The Company shall, as promptly as reasonably practicable after following the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolutionthis Agreement, establish a record date for, duly call, call and give notice of, convene and hold a meeting of the Company Shareholders (including any postponement or adjournment thereof, the “Company Shareholders’ Extraordinary General Meeting”) to be held as promptly as reasonably practicable following ), in each case in accordance with the date that the Proxy/Registration Statement is declared effective under the Securities Act, Company’s Organizational Documents and on a date no later than twenty (20) Business Days following such effectivenessapplicable Law, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the CompanyApproval. The Company will Extraordinary General Meeting shall be held no later than forty (40) days after date hereof. The Company shall use its reasonable best efforts to (A) solicit obtain such approvals and authorizations from its shareholders written consents and/or the Company Shareholders at the Company Extraordinary General Meeting, including by soliciting proxies as promptly as practicable in favor accordance with applicable Law for the purpose of seeking such approvals and authorizations from the Company Shareholders. The materials delivered to the Company Shareholders in respect of the Company Shareholder Approval and Extraordinary General Meeting shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled to postpone or adjourn the Company Extraordinary General Meeting solely to the extent necessary: (Bi) to comply with applicable Law, (ii) if, as of the time for which the Company Extraordinary General Meeting is originally scheduled, there are insufficient Pre-Split Shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company Extraordinary General Meeting; or (iii) if, as of the time that the Company Extraordinary General Meeting is originally scheduled, adjournment of the Company Extraordinary General Meeting is necessary to enable the Company to solicit additional proxies required to obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the CompanyApproval; provided that, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror SPAC (which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned); provided, however, that the Company may postpone or adjourn on only one occasion and so long as the date of the Company Shareholders’ Extraordinary General Meeting for a period is not exceeding sixteen adjourned or postponed more than fifteen (1615) consecutive days without past the consent of originally scheduled date and provided it is held no later than three (3) Business Days prior to the Acquiror. 76Termination Date.

Company Shareholder Approval. (ia) As promptly as reasonably practicable Promptly, but in no event later than one (1) business day after the Proxy/Registration Statement is declared effective under the Securities Actexecution of this Agreement, and on a date no later than twenty (20) Business Days following such effectivenessin accordance with the CGCL, the Company shall submit this Agreement, the Merger and the transactions contemplated hereby and thereby, together with a consent solicitation statement describing the Company, the principal terms of the Merger and the transactions contemplated hereby in form and substance that complies in all respects with the CGCL, the Company’s Articles of Incorporation and the Bylaws and which includes the unanimous approval and recommendation of the Company’s board of directors in favor of the Merger, this Agreement, the other documents contemplated hereby and the transactions contemplated hereby and thereby (Athe “Consent Solicitation Statement”) to all of the Shareholders for approval as provided by the CGCL and the Company’s Articles of Incorporation and Bylaws. The Company shall use its reasonable efforts to solicit and obtain the Company Shareholder Approval by way of passing a resolution within two (2) business days of the Company Shareholders by date of this Agreement, written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting consents of the Company Shareholders constituting the Requisite Votes to approve the Merger and the principal terms of this Agreement (including any adjournment thereof, the “Company Shareholders’ MeetingWritten Consents”) and to be held enable the Closing to occur as promptly as reasonably practicable following the date that hereof. Prior to the Proxy/Registration distribution of the Consent Solicitation Statement is declared effective under or any amendment or supplement thereto, Parent and its counsel shall be provided copies of the Securities Act, and on a date no later than twenty Consent Solicitation Statement (20) Business Days following or such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreementamendment or supplement thereto) and such other matter as may shall be mutually agreed by Xxxxxxxx provided a reasonable opportunity to review and the Companycomment thereon. The Company will use its reasonable best efforts shall comply with the CGCL and all other applicable Law with respect to (A) solicit from its shareholders written consents and/or proxies in favor the submission of this Agreement and the principal terms of the Company Shareholder Approval and (B) obtain Merger to the Company Shareholder Approval in compliance with all applicable Law Shareholders, the distribution of the Consent Solicitation Statement and the Company’s Governing Documents (including if necessary any adjournment or postponement solicitation of the Written Consents. Each Party hereto agrees that the information supplied by such meeting Party for inclusion in the purpose of establishing a quorum). The Company (y) shall set Consent Solicitation Statement will not, on the date the Consent Solicitation Statement is first sent or furnished to the Shareholders or at any time Written Consents are being solicited, contain any statement which, at such time, 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 therein, in light of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective circumstances under which they are made, not false or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76misleading.

Company Shareholder Approval. The Company shall take all lawful action to (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Shareholder Approval through the execution by each of its shareholders of a 36 44 Unanimous Written Consent of Shareholders approving this Agreement and the Plan of Merger ("Company Shareholder Approval by way Consent") or (ii) cause a special meeting of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act its shareholders (the “"Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Shareholder Meeting”") to be held as promptly as reasonably practicable following duly called by the date that Company Board or the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, Company's shareholders for the purpose of voting on the approval and adoption of this Agreement and the Plan of Merger and solicit proxies from its shareholders to obtain the Shareholder Approval. Such actions shall include the preparation and delivery to shareholders of the Company of any disclosure materials that are necessary to be delivered to such shareholders in connection with obtaining the Shareholder Approval, the information in which materials will be accurate and complete in all material respects. Buyer shall be provided with the opportunity to review and comment on such materials prior to their distribution. The Company Shareholder Approval shall take the actions described in clause (including any adjournment i) or clause (ii) of such meeting for the purpose initial sentence of soliciting additional proxies in favor this Section 5.6 and the immediately preceding sentence as soon as practicable after the date of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that (a) no signature of any shareholder to the Unanimous Written Consent of Shareholders described in clause (i) of the immediately preceding sentence shall be obtained, and (b) the Company may adjourn Shareholder Meeting shall not occur, as applicable, until the date that is five (5) business days following the date on which Buyer has delivered the Buyer Disclosure Memorandum to the Company's shareholders. In connection with taking the actions described in clause (i) or clause (ii) of the first sentence of this Section 5.6, the Company Shareholders’ Meeting for shall take all actions (including, but not limited to, the giving of proper notices of shareholder meetings, actions to be taken without shareholder meetings and dissenting shareholder rights) necessary or required under the Act and the Company's Articles of Incorporation and by-laws. The Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders and, except as expressly provided in Section 5.15, shall not withdraw, amend, or modify in a period not exceeding sixteen (16) days without the consent of the Acquiror. 76manner adverse to Buyer such recommendation.

Company Shareholder Approval. Subject to the terms set forth in this Agreement (i) As promptly as reasonably practicable after including Section 6.02(b)), if the Proxy/Registration Statement approval of this Agreement and the Merger by the Company’s shareholders is declared effective required under the Securities Act, and on a date no later than twenty (20) Business Days following such effectivenessapplicable Law, the Company shall (A) solicit and obtain shall, as soon as practicable following the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written ResolutionOffer Closing, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders its shareholders (including any adjournment thereof, the “Company Shareholders’ Shareholder Meeting”) to solely (unless the timing of proposing the Company Shareholder Approval would also be held as promptly as reasonably practicable following the date that timing of the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20Company’s annual meeting of shareholders) Business Days following such effectiveness, for the purpose purposes of obtaining the Company Shareholder Approval (including and any adjournment matters required to be submitted to the shareholders of such meeting for the purpose of soliciting additional proxies Company pursuant to Rule 14a-21 under the Exchange Act and shall, except as otherwise provided in favor Section 6.02(b), through the Company Board, recommend to its shareholders the approval of this AgreementAgreement and the Merger. Subject to the limitations set forth in Section 6.02(b) and such other matter as may be mutually agreed by Xxxxxxxx and this Section 6.04, the Company. The Company will shall use its reasonable best efforts to (A) solicit from its shareholders written consents and/or proxies in favor of the Company Shareholder Approval and (B) obtain the Company Shareholder Approval as promptly as practicable. Parent shall, and shall cause Merger Sub and any other subsidiaries of Parent to vote, all of the shares of Company Common Stock owned of record by Merger Sub, Parent or any of their respective subsidiaries (other than shares in compliance with all applicable Law trust accounts, managed accounts and the Company’s Governing Documents (including if necessary any adjournment like, or postponement of such meeting otherwise held in a fiduciary or agency capacity for the purpose benefit of establishing a quorum). The Company (ycustomers or clients) shall set the date in favor of the Merger. Notwithstanding the foregoing, if, following the Offer Closing and any subsequent offering period and the exercise, if any, of the Top-Up Option, Parent, Merger Sub and their respective subsidiaries shall hold, in the aggregate, at least eighty percent (80%) of the outstanding shares of Company Shareholders’ Meeting Common Stock (other than shares in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity for the benefit of customers or clients), the parties hereto shall take all necessary and appropriate action, including with respect to be no later the transfer to Merger Sub of any shares of Company Common Stock held by Parent or any subsidiary of Parent or Merger Sub (other than twenty (20) Business Days shares in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity for the benefit of customers or clients), to cause the Merger to become effective as soon as practicable after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn Offer Closing without the Company Shareholders’ Shareholder Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent in accordance with Section 607.1104 of the Acquiror. 76FBCA.

Company Shareholder Approval. (i) As promptly as reasonably practicable after Following the Proxy/Registration Statement is declared effective under the Securities Actdate of this Agreement, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”)applicable Law and Company’s articles of incorporation and bylaws, or (B) in the event the Company is not able all action necessary to obtain the Company Shareholders’ Written Resolution, establish a record date for, and to duly call, give notice of, and convene and hold a special meeting of its shareholders as promptly as practicable (and in any event such meeting to be convened within forty-five (45) days following the Company Shareholders time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) solely for the purpose of considering and voting upon the approval of this Agreement and the Merger and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act), and on a date no later than twenty (20) Business Days following such effectivenessshall, for subject to Section 5.10 and the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor last sentence of this Agreement) Section 5.04(a)(i), through Company Board, recommend to its shareholders the approval of the Merger and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will use its reasonable best efforts to solicit such approval by such shareholders and such other Persons entitled to vote on these matters (A) solicit from including as provided under the ESOP or applicable law with respect thereto). Subject to Section 5.10 and the last sentence of this Section 5.04(a)(i), Company shall use its shareholders written consents and/or proxies in favor of reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and (B) the Merger or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval in compliance with all applicable Law and to consummate the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed)Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company may adjourn Meeting is called, noticed, convened, held and ultimately conducted for purposes of considering and voting upon the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without approval of this Agreement and the consent of the Acquiror. 76Merger.

Company Shareholder Approval. (ia) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with applicable law and the Singapore Companies Act Company Articles and Company Bylaws, all actions necessary to convene a meeting of the holders of Company Common Stock (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly soon as reasonably practicable following after the date that the Proxy/Registration Statement is declared effective under the Securities Actof this Agreement (and in any event, and on a date no later than twenty forty-five (2045) Business Days following such effectiveness, days after the date of the Proxy Statement) for the purpose of obtaining the Requisite Company Shareholder Approval Vote. Except in the case of a Company Adverse Recommendation Change (including any adjournment as defined herein), the Board of such meeting for the purpose Directors of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to (A) solicit from obtain the Requisite Company Vote, including by communicating to its shareholders written consents and/or proxies its recommendation (and including such recommendation in favor of the Company Shareholder Approval and (BProxy Statement) obtain the Company Shareholder Approval in compliance with all applicable Law that they approve this Agreement and the Company’s Governing Documents transactions contemplated hereby (including if necessary any adjournment or postponement of such meeting for the purpose of establishing “Company Board Recommendation”) and shall not make a quorum)Company Adverse Recommendation Change except in accordance with this Section 6.3. The Company (y) shall set As soon as practicable after the date of this Agreement, Company shall engage a proxy solicitor reasonably acceptable to Buyer to assist in the solicitation of proxies from shareholders relating to the Requisite Company Vote. However, subject to Section 8.1 and Section 8.2, if (i) the Company Shareholders’ Meeting receives a Company Acquisition Proposal (as defined below) which has not been withdrawn and (ii) the Board of Directors of Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would reasonably be expected to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror inconsistent with its fiduciary duties under applicable law to continue to recommend this Agreement and the CompanyMerger, acting reasonablythen, prior to the receipt of the Requisite Company Vote, in submitting this Agreement and (z) shall not adjourn the Merger to its shareholders, the Board of Directors of Company may withhold, withdraw or amend or modify or qualify in a manner adverse to Buyer and the transactions contemplated by this Agreement, the Company Shareholders’ Meeting Board Recommendation or may submit this Agreement and the Merger to its shareholders without recommendation (each, a “Company Adverse Recommendation Change”) (although the prior written consent resolutions approving this Agreement as of Acquiror (which consent shall the date hereof may not be unreasonably withheldrescinded), conditioned or delayed); provided, however, that in which event the Board of Directors of Company may adjourn communicate the basis for its Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without Adverse Recommendation Change to its shareholders in the consent of the Acquiror. 76Proxy Statement or an appropriate amendment or supplement thereto.

Company Shareholder Approval. As of the date of this Agreement, the Company Board has adopted resolutions approving this Agreement and the transactions contemplated by this Agreement on substantially the terms and conditions set forth in this Agreement, and directing that this Agreement and the other transactions contemplated by this Agreement, on such terms and conditions, be submitted to the Shareholders for their consideration at a special meeting (i) the “Company Shareholder Meeting”). As promptly soon as reasonably practicable after following the Proxy/Proxy Clearance Date and, if applicable, the Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectivenessEffectiveness Date, the Company shall give notice (Athe “Company Shareholder Meeting Notice”) solicit to the Shareholders for the purpose of approving this Agreement and obtain the other transactions contemplated by this Agreement, together with any other matters required to be approved or adopted by the Shareholders in order to carry out the intentions of this Agreement. Parent and the Company shall cooperate with each other to cause the Company Shareholder Approval by way of passing a resolution Meeting to be held as soon as practicable following the mailing of the Company Shareholders by written means Shareholder Meeting Notice to the shareholders of the Company. In furtherance of that obligation, the Company will take, in accordance with the Singapore Companies Act (federal securities laws, the “Company Shareholders’ Written Resolution”)CGCL and its Articles of Incorporation and Bylaws, or (B) in the event the Company is not able all action necessary to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a special meeting of the holders of Company Shareholders (including any adjournment thereofCommon Stock, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable no later than thirty (30) calendar days following the date that the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company sends the Shareholder Approval Meeting Notice (including with any adjournment of and all adjournments to occur within such meeting for thirty (30) calendar day period), to consider and vote upon the purpose of soliciting additional proxies in favor adoption of this Agreement) Agreement and approval of the other transactions contemplated by this Agreement as well as any other such other matter as may be mutually agreed matters. Except in the case of a Company Adverse Recommendation Change specifically permitted by Xxxxxxxx and Section 3.5(a), the Company. The Company Board will use its all reasonable best efforts to (Aa) solicit recommend to its Shareholders that they adopt this Agreement and (b) obtain from its shareholders written consents and/or proxies in favor Shareholders the approval of a proposal to adopt this Agreement (the “Company Shareholder Approval”). Parent and the Company shall jointly prepare the Shareholder Approval Meeting Notice and (B) obtain other materials mailed to Shareholders in conjunction with the special meeting of holders of Company Shareholder Approval in compliance Common Stock, which shall be materially consistent with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum)Proxy Materials. The Company (y) shall set submit this Agreement to its Shareholders at the date of shareholders meeting even if the Company Shareholders’ Meeting to be no later than twenty Board shall have withdrawn, modified or qualified its recommendation, unless this Agreement has been terminated in accordance with its terms. Within two (202) Business Days after the Proxy/Registration Statement is declared effective special meeting of the Shareholders described in this Section 3.10, the Company shall deliver to the Shareholders’ Representative and to Parent a certificate of an authorized officer of the Company certifying as to the number of Company Shares voted and Shareholders voting in favor of, voting against, or such other date as may be agreed by Acquiror abstaining from voting on the Merger and the Company, acting reasonablyterms of this Agreement, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76transactions contemplated hereby at such special meeting.

Company Shareholder Approval. (i) As promptly The Company agrees to take, in accordance with applicable Law and the Company Charter and the Company Bylaws, all action necessary to convene as reasonably soon as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, (and on a date will in any event use reasonable best efforts to convene such meeting no later than twenty forty- five (2045) Business Days following calendar days after the Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such effectiveness, purposes (the “Company shall (AMeeting”) solicit to consider and to obtain the Company Shareholder Approval by way of passing a resolution of Approval. Subject to Section 5.06(c), the Company Shareholders by written means in accordance with the Singapore Companies Act (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able Board shall at all times prior to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a during such special meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act, recommend such approval and on a date no later than twenty (20) Business Days following such effectiveness, for the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will shall use its reasonable best efforts to (A) solicit from such approval by its shareholders written consents and/or proxies in favor (the “Company Board Recommendation”). Without limiting the generality of the Company Shareholder Approval foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and Merger shall be submitted to the Company’s Governing Documents shareholders at the Company Meeting whether or not (including if necessary x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any adjournment Acquisition Proposal shall have been publicly proposed or postponement announced or otherwise submitted to the Company or any of such meeting for the purpose of establishing a quorum)its advisors. The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Companynot, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheldParent, conditioned adjourn or delayed)postpone the Company Meeting; provided, however, provided that the Company may may, without the prior written consent of Parent, adjourn or postpone the Company Shareholders’ Meeting (A) if, as of the time for which the Company Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Meeting once for a period not exceeding sixteen to exceed thirty (1630) calendar days without (but prior to the consent of date that is four (4) Business Days prior to the AcquirorEnd Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. 76Once the Company has established a record date for the

Company Shareholder Approval. (ia) As promptly as reasonably practicable after Following the Proxy/Registration Statement is declared effective under the Securities Actexecution of this Agreement, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with applicable Law and the Singapore Companies Act (the “Company Shareholders’ Written Resolution”)Articles of Incorporation and Bylaws of Company, or (B) in the event the Company is not able all action necessary to obtain the Company Shareholders’ Written Resolution, establish convene a record date for, duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the Company Shareholders time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act), and on a date no later than twenty (20) Business Days following such effectivenessshall, for subject to Section 5.10 and the purpose of obtaining the Company Shareholder Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor last sentence of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Company. The Company will Section 5.04(a), use its reasonable best efforts to (A) solicit from such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Section 5.04(a), Company shall use its shareholders written consents and/or proxies in favor of reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use its reasonable best efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (Bincluding the Merger) or to use its reasonable best efforts to obtain the Requisite Company Shareholder Approval in compliance with all applicable Law and to consummate the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be no later than twenty (20) Business Days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed)Merger; provided, however, that for the avoidance of doubt, nothing in this sentence shall limit Company’s obligation to ensure that the Company may adjourn Meeting is called, noticed, convened, held and ultimately conducted for purposes of considering and voting upon the Company Shareholders’ Meeting for a period not exceeding sixteen approval of this Agreement and the transactions contemplated hereby (16) days without including the consent of the Acquiror. 76Merger).

Company Shareholder Approval. (i) As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, and on a date no later than twenty (20) Business Days following such effectiveness, the Company shall (A) solicit and obtain the Company Shareholder Approval by way of passing a resolution of the Company Shareholders by written means take, in accordance with applicable law and the Singapore Companies Act Company Articles and Company Bylaws, all action necessary to convene a meeting of its shareholders (the “Company Shareholders’ Written Resolution”), or (B) in the event the Company is not able to obtain the Company Shareholders’ Written Resolution, establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly soon as reasonably practicable following after the date that the Proxy/Registration Statement S-4 is declared effective under the Securities Act, and on a date no (but not later than twenty (2045 days after the S-4 is declared effective) Business Days following such effectiveness, for the purpose of obtaining the Requisite Company Shareholder Approval (including any adjournment Vote, and, if so desired and mutually agreed, upon other matters of such the type customarily brought before an annual or special meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by Xxxxxxxx and the Companyshareholders to adopt a merger agreement. The Board of Directors of Company will shall use its reasonable best efforts to (A) solicit obtain from the shareholders of Company the Requisite Company Vote, including maintaining the Company Recommendation in all communications with shareholders of the Company. However, if Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that there would be a substantial likelihood that continuing to recommend this Agreement would result in a violation of its fiduciary duties under applicable law, then in submitting this Agreement to its shareholders, the Board of Directors of Company may withhold or withdraw or modify in a manner adverse to Parent its recommendation that Company’s shareholders approve this Agreement or submit this Agreement to its shareholders written consents and/or proxies in favor without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended) (any such withholding, withdrawal or modification, an “Adverse Change in Company Shareholder Approval Recommendation”), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to its shareholders, including in the Proxy Statement or an appropriate amendment or supplement thereto; provided, that the Board of Directors of Company may not take any actions under this sentence unless it gives Parent at least five (5) business days prior written notice of its intention to take such action and (B) obtain the Company Shareholder Approval in compliance with all applicable Law and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date reasonable description of the event or circumstances giving rise to its determination to take such action and takes into account any amendment or modification to this Agreement proposed by Parent during such five (5) business day period. Company Shareholders’ Meeting to be no later than twenty (20) Business Days after agrees that fluctuations or changes in the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent trading price of Acquiror (which consent Parent Common Stock shall not be unreasonably withheldtaken into account or form the basis, conditioned in whole or delayed); providedin part, however, that for the determination of an Adverse Change in Company Recommendation. Nothing in this Agreement shall be interpreted to excuse Company or its Board of Directors from complying with its obligation to submit this Agreement to its shareholders at the Company may adjourn Meeting and neither Company nor its Board of Directors shall submit to vote of its shareholders any Acquisition Proposal, other than the Company Shareholders’ Meeting for a period not exceeding sixteen (16) days without the consent of the Acquiror. 76Merger unless this Agreement shall have first been terminated.