Common use of Company Shareholder Meeting Clause in Contracts

Company Shareholder Meeting. The Company shall (a) as soon as reasonably practicable, but not later than ten (10) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, a meeting of shareholders of the Company (the “Company Shareholder Meeting”) to consider and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance with the MIBCA, conducting broker searches in accordance with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCA, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn or postpone the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parent, the Company shall not be permitted to postpone or adjourn the Company Shareholder Meeting for more than twenty (20) Business Days after the date of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior to the End Date. Notwithstanding the foregoing, the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes).

Company Shareholder Meeting. The Company shall (a) as soon as reasonably practicableduly call, but not later than ten (10) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, convene and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, hold a meeting of its shareholders of the Company (as it may be adjourned or postponed, the “Company Shareholder Meeting”) to consider and vote upon as soon as reasonably practicable (but in no event later than 50 days) after the adoption Registration Statement is declared effective under the 1933 Act for the purpose of this Agreement and voting on the approval of the First Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date adoption of the Plan of Merger in accordance with the MIBCA, conducting broker searches in accordance MBCA. In connection with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCA, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold the Company Shareholder Meeting, provided that the Board of Directors Company shall (acting solely in accordance with the recommendation a) subject to Section 8.03, recommend approval of the Special CommitteeFirst Merger and adoption of the Plan of Merger and the other transactions contemplated hereby by the Company’s shareholders in the Proxy Statement/Prospectus and (b) otherwise substantially comply with all legal requirements applicable to such meeting. Subject to Section 8.03, the Company will use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the First merger and adoption of the Plan of Merger and take all other actions reasonably necessary or advisable to secure the Special Committeeapproval of the First Merger and adoption of the Plan of Merger by the Company’s shareholders. Subject to Section 8.03, the Company shall keep Parent, Merger Sub 1 and Merger Sub 2 updated with respect to proxy solicitation results as reasonably requested by Parent, Merger Sub 1 or Merger Sub 2. Notwithstanding anything to the contrary contained in this Agreement, the Company may, in each caseits sole discretion, acting on behalf of the Companyadjourn, may (in consultation with Parent) adjourn recess, or postpone the Company Shareholder Meeting to a later date (i) after consultation with Parent’s consent, (ii) to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of ensure that any required supplement or amendment to the Proxy Statement that Statement/Prospectus is provided to the Board of Directors (acting solely in accordance with the recommendation shareholders of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iiiii) after consultation with Parent and, without if as of the consent of Parent, on no more than two (2) occasions time for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain which the Company Shareholder Approval, or to ensure that Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are sufficient insufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, Meeting or (iviii) to solicit additional proxies if, as otherwise required by Applicable Law; provided that of the Company shall, if requested by Parent, postpone or adjourn time the Company Shareholder Meeting (x) for is scheduled to be held, insufficient Company Shares have been voted in favor of the absence approval of quorum or (y) for up to ten (10) Business Days to allow additional solicitation the First Merger and adoption of votes if necessary in order the Plan of Merger to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parent, the Company shall not be permitted to in any event adjourn, recess or postpone or adjourn the Company Shareholder Meeting for more than twenty 30 days with respect to any one adjournment, recess or postponement without Parent’s prior written consent (20) Business Days after such consent not to be unreasonably withheld, delayed or conditioned). The Company may propose that the date shareholders of the most recently adjourned Company also act at the Company Shareholder Meeting on the matters set forth in the Company’s definitive proxy statement filed on March 22, 2016 and any other matters required by applicable Law to be proposed at the next annual meeting or to of shareholders of the Company. It is agreed that regardless of whether there is a date after the date that is later than three (3) Business Days prior to the End Date. Notwithstanding the foregoingCompany Adverse Recommendation Change, the Board of Directors (acting solely Company Shareholder Meeting shall be held in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of terms hereof unless this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)is terminated in accordance with Article 10.

Company Shareholder Meeting. The Company shall (a) as soon as reasonably practicableshall, but not later than ten (10) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, a meeting of shareholders of the Company (the “Company Shareholder Meeting”) to consider and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (reasonable action necessary, including setting a record date as required by and in accordance with the MIBCALBCA and the Company’s Articles of Incorporation and Bylaws to (i) duly call, conducting broker searches give notice of, convene and (ii) hold a meeting of its shareholders for the purpose of obtaining the approval of its shareholders of this Agreement, including approval of the Merger (the “Company Shareholder Approval”). Except in accordance with the 1934 Actcase of a Company Adverse Recommendation Change specifically permitted by Section 7.3(b), the Company, through the Company Board, shall take all reasonable action necessary to (x) recommend to its shareholders (the “Company Board Recommendation”) that they approve this Agreement and any other required actionsthe Merger, (y) include such recommendation in order to comply with the Proxy Statement and (z) solicit such approval by the shareholders. Without limiting the generality of the foregoing, the MIBCACompany agrees that its obligations pursuant to the first sentence of this Section 7.4 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Company Acquisition Proposal or the occurrence of any Company Adverse Recommendation Change. Subject to the Company’s organizational documents rights to terminate this Agreement pursuant to Section 9.1(d)(ii) in connection with entering into a definitive agreement to effect a Company Superior Proposal, notwithstanding any Company Adverse Recommendation Change, this Agreement shall be submitted to the shareholders of Company at the shareholders meeting for the purpose of approving this Agreement and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold nothing contained herein shall be deemed to relieve the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn or postpone the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) such obligation. In addition to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parentforegoing, the Company shall not be permitted submit to postpone the vote of its shareholders any Company Acquisition Proposal in addition to or adjourn in lieu of the transactions contemplated by this Agreement. If the Company Shareholder Meeting for more than twenty Board has effected a Company Adverse Recommendation Change, then the Company Board may submit this Agreement to the Company’s shareholders without recommendation (20) Business Days after although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended) in which event the Company Board may communicate the basis for its lack of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior recommendation to the End Date. Notwithstanding Company’s shareholders in the foregoing, Proxy Statement or an appropriate amendment or supplement thereto to the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated extent required by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)applicable Laws.

Company Shareholder Meeting. The Company shall (a) shall, as soon promptly as reasonably practicable, but not later than ten (10) Business Days following practicable after the earliest date by which the Definitive Proxy Statement may, in accordance with Regulation 14A under the Exchange Act, be disseminated to the shareholders of the Company, take all action necessary, including as required by and in accordance with the LBCL and the Company’s articles of incorporation and bylaws to (xi) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewedduly call, duly call and give notice of, convene and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to voteii) of the Company as of the record date established for, hold a meeting of its shareholders for the purpose of obtaining the approval of its shareholders of this Agreement, including approval of the Company Merger (the “Company Shareholder MeetingApproval”). Except in the case of a Company Adverse Recommendation Change specifically permitted by Section 7.3(b), the Company, through the Company Board, shall take all action necessary to (x) recommended to its shareholders (the “Company Board Recommendation”) to consider and vote upon the adoption of that they approve this Agreement and the Merger, (y) include such recommendation in the Proxy Statement and (z) solicit such approval by the shareholders. Without limiting the generality of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance with the MIBCA, conducting broker searches in accordance with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCACompany agrees that its obligations pursuant to the first sentence of this Section 7.4 shall not be affected by the commencement, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statementpublic proposal, convene and hold public disclosure or communication to the Company Shareholder Meeting, provided that the Board or any other person of Directors (acting solely in accordance with the recommendation of the Special Committee) any Company Acquisition Proposal or the Special Committeeoccurrence of any Company Adverse Recommendation Change. Notwithstanding any Company Adverse Recommendation Change, in each case, acting on behalf this Agreement shall be submitted to the shareholders of Company at the Company, may (in consultation with Parent) adjourn or postpone shareholders meeting for the purpose of approving this Agreement and nothing contained herein shall be deemed to relieve the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) of such obligation. In addition to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parentforegoing, the Company shall not be permitted submit to postpone the vote of its shareholders any Company Acquisition Proposal in addition to or adjourn in lieu of the transactions contemplated by this Agreement. If the Company Shareholder Meeting for more than twenty Board has effected a Company Adverse Recommendation Change, then the Company Board may submit this Agreement to the Company’s shareholders without recommendation (20) Business Days after although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended) in which event the Company Board may communicate the basis for its lack of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior recommendation to the End Date. Notwithstanding Company’s shareholders in the foregoing, Proxy Statement or an appropriate amendment or supplement thereto to the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated extent required by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)applicable Laws.

Company Shareholder Meeting. The Company shall (a) As promptly as soon as reasonably practicable, but not later than ten (10) Business Days practicable following the earliest date of (x) confirmation from this Agreement, the SEC that it has no further comments on Company shall use its reasonable best efforts, in accordance with applicable Legal Requirement and the Schedule 13E-3 (including the Proxy Statement) Company Articles and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not Company Bylaws, to be reviewedestablish a record date for, duly call and call, give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, a meeting of shareholders of the Company (the “Company Shareholder Meeting”) to consider and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance with the MIBCA, conducting broker searches in accordance with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCA, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold the Company Shareholder Meeting. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its shareholders as promptly as practicable (and in any event within four Business Days) following the later of (i) the resolution of any comments from the SEC or the staff of the SEC with respect to the preliminary Proxy Statement, and (ii) the expiration of the ten day waiting period provided that in Rule 14a-6(a) promulgated under the Exchange Act. The Company shall, through the Company Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special CommitteeDirectors, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn or postpone recommend to its shareholders that they give the Company Shareholder Meeting to a later date (i) with Parent’s consentApproval, (ii) to the extent that include such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to recommendation in the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law solicit and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a use its reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary best efforts to obtain the Company Shareholder Approval, except in each case to the extent that the Company Board of Directors shall have made a Company Adverse Recommendation Change as permitted by Section 5.6. Notwithstanding the foregoing provisions of this Section 5.8, the Company may postpone, recess or adjourn the Company Shareholder Meeting without the prior written consent of Parent (but after consultation with Parent) (i) to ensure that the extent required by any Legal Requirement or any court of competent jurisdiction, (ii) if as of the time for which the Company Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement) there are sufficient insufficient shares of Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of the Company Shareholder Approval at the Company Shareholder Meeting, (iii) to allow time for the filing and dissemination of, and a sufficient period for evaluation by the Company’s shareholders of, any supplemental or amended disclosure document to the extent that the Company’s Board of Directors has determined in good faith (after consultation with the Company’s outside legal counsel) is necessary or required under any applicable Legal Requirement or (iv) the Company Board has effected a Company Adverse Recommendation Change as otherwise required permitted by Applicable Law; provided Section 5.6. Notwithstanding the foregoing, in the event that the Determination Date occurs, the Company shallshall use its reasonable best efforts to (i) cause the Asset Proxy Statement to be mailed to its shareholders as promptly as practicable (and in any event within two Business Days) following the later of (i) the resolution of any comments from the SEC or the staff of the SEC with respect to the preliminary Asset Proxy Statement, if requested by Parentand (ii) the expiration of the ten day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, postpone or adjourn and (ii) in accordance with applicable Legal Requirement and the Company Articles and Company Bylaws, to establish a record date for, duly call, give notice of, convene and hold the Company Shareholder Meeting (x) for to vote on the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary matters set forth in order to obtain the Company Shareholder Approval; provided, however, that in each case, without Asset Proxy Statement. Without the prior written consent of Parent, the approval of this Agreement, the Merger or the Asset Purchase (in accordance with Section 5.7(a) above), the adjournment of the Company Shareholder Meeting, as necessary, to solicit additional proxies if there are insufficient votes in favor of approval of this Agreement, and the advisory vote required by Rule 14a-21(c) under the Exchange Act shall be the only matters (other than matters of procedure and matters required by applicable Legal Requirement to be voted on by the Company’s shareholders in connection with the approval of this Agreement) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholder Meeting. Once the Company has established a record date for the Company Shareholder Meeting, the Company shall not change such record date or establish a different record date for the Company Shareholder Meeting without the prior written consent of Parent, unless, following consultation with Parent, required to do so by applicable Legal Requirements (but the Company shall not be permitted entitled to postpone or adjourn claim that the Company Shareholder Meeting for more than twenty (20) Business Days after the date of the most recently adjourned meeting or Board’s fiduciary duties require it to establish a date after the date that is later than three (3) Business Days prior to the End Date. Notwithstanding the foregoing, the Board of Directors (acting solely in accordance with the recommendation of the Special Committeenew record date) or the Special Committee, in each case, acting on behalf of the Company, may adjourn Company Articles or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)Bylaws.

Company Shareholder Meeting. The Company shall (a) as soon as reasonably practicableshall, but not later than ten (10) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, a meeting of shareholders of the Company (the “Company Shareholder Meeting”) to consider and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (reasonable action necessary, including setting a record date as required by and in accordance with the MIBCAMBCA and the Company’s Articles of Incorporation and Bylaws to (i) duly call, conducting broker searches give notice of, convene and (ii) hold a meeting of its shareholders for the purpose of obtaining the approval of its shareholders of this Agreement, including approval of the Merger (the “Company Shareholder Approval”). Except in accordance with the 1934 Actcase of a Company Adverse Recommendation Change specifically permitted by Section 7.3(b), the Company, through the Company Board, shall take all reasonable action necessary to (x) recommend to its shareholders (the “Company Board Recommendation”) that they approve this Agreement and any other required actionsthe Merger, (y) include such recommendation in order to comply with the Proxy Statement and (z) solicit such approval by the shareholders. Without limiting the generality of the foregoing, the MIBCACompany agrees that its obligations pursuant to the first sentence of this Section 7.4 shall not be affected by the commencement, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statementpublic proposal, convene and hold public disclosure or communication to the Company Shareholder Meeting, provided that the Board or any other person of Directors (acting solely in accordance with the recommendation of the Special Committee) any Company Acquisition Proposal or the Special Committeeoccurrence of any Company Adverse Recommendation Change. Notwithstanding any Company Adverse Recommendation Change, in each case, acting on behalf this Agreement shall be submitted to the shareholders of Company at the Company, may (in consultation with Parent) adjourn or postpone shareholders meeting for the purpose of approving this Agreement and nothing contained herein shall be deemed to relieve the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) of such obligation. In addition to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parentforegoing, the Company shall not be permitted submit to postpone the vote of its shareholders any Company Acquisition Proposal in addition to or adjourn in lieu of the transactions contemplated by this Agreement. If the Company Shareholder Meeting for more than twenty Board has effected a Company Adverse Recommendation Change, then the Company Board may submit this Agreement to the Company’s shareholders without recommendation (20) Business Days after although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended) in which event the Company Board may communicate the basis for its lack of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior recommendation to the End Date. Notwithstanding Company’s shareholders in the foregoing, Proxy Statement or an appropriate amendment or supplement thereto to the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated extent required by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)applicable Laws.

Company Shareholder Meeting. The Company shall (a) As promptly as soon as reasonably practicable, but not later than ten (10) Business Days practicable following the earliest date of this Agreement, the Company shall prepare (xwith Parent’s reasonable cooperation) confirmation the Proxy Statement/Prospectus and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Form S-4. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any written or oral comments from the SEC that it has no further comments on the Schedule 13E-3 (including or its staff with respect to the Proxy Statement) and (y) confirmation from /Prospectus, the SEC that the Schedule 13E-3 (including the Form S-4 or any related matters. The Proxy Statement) /Prospectus will be included within the Form S-4 filed with the SEC. Each of the Company and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be reviewed, duly call taken under any applicable state securities or “blue sky” laws in connection with the issuance of Parent Shares in the Merger as contemplated by this Agreement and give notice of, the Company shall furnish all information concerning the Company and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company Common Stock and rights to acquire Company Common Stock as of the record date established for, a meeting of shareholders of the Company (the “Company Shareholder Meeting”) to consider may be reasonably requested in connection with any such action and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance connection with the MIBCApreparation, conducting broker searches in accordance with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCA, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn or postpone the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of the Form S-4. If at any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parent, the Company shall not be permitted to postpone or adjourn the Company Shareholder Meeting for more than twenty (20) Business Days after the date of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior to the End Date. Notwithstanding Effective Time any event occurs or information relating to the foregoingCompany or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Board of Directors (acting solely in accordance party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the recommendation of SEC and, to the Special Committee) or the Special Committeeextent required by applicable Law, in each case, acting on behalf of the Company, may adjourn or postpone disseminated to the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)Shareholders.

Company Shareholder Meeting. (a) The Company shall (a) as soon as reasonably practicable, but not later than ten (10) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, cause a meeting of its shareholders of the Company (the “Company Shareholder Meeting”) to consider be duly called and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) notice thereof given as promptly as reasonably practicable, take all actions necessary (including setting a record date practicable and in accordance with the MIBCA, conducting broker searches in accordance with the 1934 Actany event within 10 Business Days after, and any other required actions) in order to comply with the foregoing, the MIBCA, the Company’s organizational documents convened and the applicable requirements of the NYSE; and (c) held as promptly as reasonably practicable following after, the commencement SEC or its staff advises that it has no further comments on the Company Proxy Statement or that the Company may commence mailing the Company Proxy Statement for the purpose of voting on (i) the approval and adoption of this Agreement (including the Plan of Merger), (ii) the approval of an increase in the conversion rate for the Convertible Notes in connection with the Merger, and (iii) in accordance with Section 14A of the mailing 1934 Act and the applicable SEC rules issued thereunder, the approval of a non-binding, advisory resolution to approve certain compensation that may become payable to the Company’s named executive officers in connection with the Merger. The Company shall comply with all Applicable Law with respect to such meeting and the solicitation of proxies in connection therewith. Without limiting the generality of the Proxy Statementforegoing, convene unless this Agreement has terminated in accordance with its terms, this Agreement and hold the Merger shall be submitted to the Company’s shareholders at the Company Shareholder Meeting, provided that Meeting whether or not (x) the Board of Directors shall have effected an Adverse Recommendation Change or an Intervening Event Recommendation Change or (acting solely in accordance with the recommendation of the Special Committeey) any Acquisition Proposal shall have been publicly announced or the Special Committee, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn otherwise communicated or postpone the Company Shareholder Meeting submitted to a later date (i) with Parent’s consent, (ii) to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business shareholders of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parent, the Company shall not be permitted to postpone or adjourn the Company Shareholder Meeting for more than twenty (20) Business Days after the date of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior to the End Date. Notwithstanding the foregoing, the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes).the

Company Shareholder Meeting. The Company shall (a) If the approval of this Agreement by the Company’s shareholders is required by applicable Law, as soon as reasonably practicable, but not later than ten (10) Business Days practicable following the earliest consummation of the Offer and the expiration of any subsequent offering period, the Company shall prepare and file with the SEC, the proxy statement that will be provided to the Company Shareholders in connection with the solicitation of proxies for use at the Company Shareholder Meeting, if any, (xcollectively, as amended or supplemented, the (“Proxy Statement”)) for the solicitation of proxies from the Company Shareholders for use at the Company Shareholder Meeting. The Parent and Merger Sub, as the case may be, shall furnish all information concerning Parent and Merger Sub (and their respective Affiliates, if applicable) as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company Shareholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no further additional comments on the Schedule 13E-3 (including on, the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, a meeting of shareholders of the Company (the “Company Shareholder Meeting”) to consider and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance with the MIBCA, conducting broker searches in accordance with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCA, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf . Each of the Company, may (Parent and Merger Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in consultation with Parent) adjourn or postpone the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) Proxy Statement if and to the extent that such adjournment information contains any untrue statement of material fact or postponement is reasonably omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall take all steps necessary to allow additional time for cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Shareholders, in each case as and to the extent required by applicable Laws. The Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and distribution of the Company shall give reasonable and good faith consideration to any supplement comments made by Parent, Merger Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Merger Sub and their counsel any comments or amendment other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement that promptly after such receipt, and the Board of Directors (acting solely in accordance with the recommendation Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on any response to any such comments of the Special Committee) SEC or its staff, and the Special Committee has determined in Company shall give reasonable and good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment consideration to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested any comments made by Parent, postpone or adjourn the Company Shareholder Meeting Merger Sub and their counsel (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, it being understood that in each case, without the written consent of Parent, the Company Merger Sub and their counsel shall not be permitted to postpone or adjourn the Company Shareholder Meeting for more than twenty (20provide any comments thereon as soon as reasonably practicable) Business Days after the date of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior to the End Date. Notwithstanding the foregoing, the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes).

Company Shareholder Meeting. The Company shall (a) shall, as soon promptly as reasonably practicablepracticable take all reasonable action necessary, but not later than ten including as required by and in accordance with the LBCA and the Company’s Articles of Incorporation to (10i) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewedduly call, duly call and give notice of, convene and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to voteii) of the Company as of the record date established for, hold a meeting of its shareholders for the purpose of obtaining the approval of its shareholders of this Agreement, including approval of the Company Merger (the “Company Shareholder MeetingApproval”). Except in the case of a Company Adverse Recommendation Change specifically permitted by Section 7.3(b), the Company, through the Company Board, shall take all reasonable action necessary to (x) recommend to its shareholders (the “Company Board Recommendation”) to consider and vote upon the adoption of that they approve this Agreement and the Merger, (y) include such recommendation in the Proxy Statement and (z) solicit such approval by the shareholders. Without limiting the generality of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance with the MIBCA, conducting broker searches in accordance with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCACompany agrees that its obligations pursuant to the first sentence of this Section 7.4 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Company Acquisition Proposal or the occurrence of any Company Adverse Recommendation Change. Subject to the Company’s organizational documents rights to terminate this Agreement pursuant to Section 9.1(d)(ii) in connection with entering into a definitive agreement to effect a Company Superior Proposal, notwithstanding any Company Adverse Recommendation Change, this Agreement shall be submitted to the shareholders of Company at the shareholders meeting for the purpose of approving this Agreement and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold nothing contained herein shall be deemed to relieve the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn or postpone the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) such obligation. In addition to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parentforegoing, the Company shall not be permitted submit to postpone the vote of its shareholders any Company Acquisition Proposal in addition to or adjourn in lieu of the transactions contemplated by this Agreement. If the Company Shareholder Meeting for more than twenty Board has effected a Company Adverse Recommendation Change, then the Company Board may submit this Agreement to the Company’s shareholders without recommendation (20) Business Days after although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended) in which event the Company Board may communicate the basis for its lack of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior recommendation to the End Date. Notwithstanding Company’s shareholders in the foregoing, Proxy Statement or an appropriate amendment or supplement thereto to the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated extent required by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)applicable Laws.

Company Shareholder Meeting. (a) The Company shall (a) as soon as reasonably practicable, but not later than ten (10) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, cause a meeting of its shareholders of the Company (the “Company Shareholder Meeting”) to consider be duly called and vote upon held as soon as reasonably practicable after the adoption date hereof, for the purpose of voting on the authorization and approval of this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby, including the Merger (the “Transactions”); provided that, subject to compliance with Applicable Law and any comments received from any Governmental Authority, the Company shall use commercially reasonable efforts to (x) establish a record date for the ADSs for the Company Shareholder Meeting no later than five (5) days following the execution of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance with for the MIBCA, conducting broker searches in accordance with Shares for the 1934 ActCompany Shareholder Meeting no later than ten (10) days following such record date for the ADSs, and any other required actions(y) hold the Company Shareholder Meeting on a date selected by the Company in order to comply consultation with the foregoing, the MIBCA, the Company’s organizational documents and the applicable requirements of the NYSE; and Parent no later than twenty (c20) as promptly as reasonably practicable days following the commencement of the mailing of the Proxy StatementStatement to the Company’s shareholders pursuant to Section 8.02. Subject to Section 6.03, convene and hold the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special CommitteeCompany shall (i) or recommend authorization and approval of Agreement, the Special CommitteePlan of Merger and the Transactions, in each case, acting on behalf of including the Merger by the Company’s shareholders, (ii) use its reasonable best efforts to obtain the Shareholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting; provided that the Company may (in consultation with Parent) adjourn or postpone the Company Shareholder Meeting for up to a thirty (30) calendar days (but in any event no later date than five (i5) Business Days prior to the End Date), (A) with Parent’s consent, (ii) to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2B) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain if at the time the Company Shareholder Approval, or Meeting proceeds to ensure that business there are sufficient Company Common insufficient Shares represented (either in person or by proxy) voting in favor of authorization and voting approval of this Agreement, the Plan of Merger and the Transactions to constitute a quorum obtain the Shareholder Approval, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company as determined in good faith after consultation with outside counsel is necessary or advisable under Applicable Law and for such supplemental or amended disclosure to conduct be disseminated and reviewed by the business of Company’s shareholders prior to the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided . Parent may request that the Company shall, if requested by Parent, adjourn or postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten thirty (1030) Business Days to allow additional solicitation of votes if necessary calendar days (but in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parent, the Company shall not be permitted to postpone or adjourn the Company Shareholder Meeting for more than twenty (20) Business Days after the date of the most recently adjourned meeting or to a date after the date that is any event no later than three five (35) Business Days prior to the End Date. Notwithstanding ), if as of the foregoingtime the Shareholder Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) voting in favor of authorization and approval of this Agreement, the Board Plan of Directors (acting solely Merger and the Transactions to obtain the Shareholder Approval, in which event the Company shall cause the Shareholder Meeting to be postponed or adjourned in accordance with Parent’s request. In no event shall any such adjournment or postponement be longer than thirty (30) calendar days after the recommendation of originally scheduled meeting date or result in the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no being held later than five (5) Business Days prior to the second Business Day after the expiration of the periods contemplated by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes).End Date

Company Shareholder Meeting. The Company shall (a) as soon As promptly as reasonably practicable, but not later than ten (10) Business Days practicable following the earliest of (x) confirmation from date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Schedule 13E-3 (including Proxy Statement or that it does not intend to review the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, shall cause a meeting of its shareholders of the Company (the “Company Shareholder Meeting”) to consider be duly called and vote upon held (with the record date and meeting date for the Company Shareholder Meeting to be selected with the reasonable consent of Parent) for the purpose of voting on the approval and adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance with the MIBCA, conducting broker searches in accordance with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCA, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn or postpone the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable LawMerger; provided that the Company shall, if requested by Parent, may postpone or adjourn the Company Shareholder Meeting (xa) with the consent of Parent, (b) for the absence of a quorum or (yc) (i) to allow reasonable additional time for any supplemental or amended disclosure which the Board of Directors has determined in good faith (after consultation with outside legal counsel) is necessary under Applicable Law to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholder Meeting or (ii) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, provided further that in each case, without the written consent of Parent(A) once established, the Company shall not be permitted to postpone or adjourn not, unless required by Applicable Law, change the record date for the Company Shareholder Meeting for more than twenty without the prior written consent of Parent (20which consent shall not be unreasonably withheld, conditioned or delayed) Business Days after the date and (B) any postponement or adjournment of the most recently adjourned meeting or Company Shareholder Meeting shall be effected, to the extent practicable, in a date after manner that does not require to Company to establish a new record date. The Company shall comply with the date Company Articles and the Company Bylaws and all Applicable Laws that is later than three are applicable to the Company Shareholder Meeting and, unless the Board of Directors shall have effected an Adverse Recommendation Change pursuant to, and in accordance with the terms of, Section 6.03, the Board of Directors shall (3x) make the Company Recommendation, (y) include the Company Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Company Shareholder Approval. The Company shall, upon the reasonable request of Parent, use its commercially reasonable efforts to cause the applicable proxy solicitor of the Company to advise Parent on a daily basis on each of the last ten Business Days prior to the End Date. Notwithstanding the foregoing, the Board date of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting Meeting, as to a date no later than the second Business Day after the expiration aggregate tally of the periods contemplated proxies received by Section 6.04(d). The the Company agrees that no matters shall be brought before with respect to the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)Approval.

Company Shareholder Meeting. The Company shall (a) as soon as reasonably practicableshall, but not later than ten (10) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, a meeting of shareholders of the Company (the “Company Shareholder Meeting”) to consider and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (reasonable action necessary, including setting a record date as required by and in accordance with the MIBCATBOC and the Company’s Certificate of Formation and Bylaws to (i) duly call, conducting broker searches give notice of, convene and (ii) hold a meeting of its shareholders for the purpose of obtaining the approval of its shareholders of this Agreement, including approval of the Merger (the “Company Shareholder Approval”). Except in accordance with the 1934 Actcase of a Company Adverse Recommendation Change specifically permitted by Section 7.3(b), the Company, through the Company Board, shall take all reasonable action necessary to (x) recommend to its shareholders (the “Company Board Recommendation”) that they approve this Agreement and any other required actionsthe Merger, (y) include such recommendation in order to comply with the Proxy Statement and (z) solicit such approval by the shareholders. Without limiting the generality of the foregoing, the MIBCACompany agrees that its obligations pursuant to the first sentence of this Section 7.4 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Company Acquisition Proposal or the occurrence of any Company Adverse Recommendation Change. Subject to the Company’s organizational documents rights to terminate this Agreement pursuant to Section 9.1(d)(ii) in connection with entering into a definitive agreement to effect a Company Superior Proposal, notwithstanding any Company Adverse Recommendation Change, this Agreement shall be submitted to the shareholders of Company at the shareholders meeting for the purpose of approving this Agreement and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold nothing contained herein shall be deemed to relieve the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn or postpone the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) such obligation. In addition to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parentforegoing, the Company shall not be permitted submit to postpone the vote of its shareholders any Company Acquisition Proposal in addition to or adjourn in lieu of the transactions contemplated by this Agreement. If the Company Shareholder Meeting for more than twenty Board has effected a Company Adverse Recommendation Change, then the Company Board may submit this Agreement to the Company’s shareholders without recommendation (20) Business Days after although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended) in which event the Company Board may communicate the basis for its lack of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior recommendation to the End Date. Notwithstanding Company’s shareholders in the foregoing, Proxy Statement or an appropriate amendment or supplement thereto to the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated extent required by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes)applicable Laws.