Common use of Company Shareholders Approval Clause in Contracts

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall 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 for the purpose of obtaining the Company Shareholders’ 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 SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (y) shall set the date of the Company Shareholders’ Meeting to be seven days after the Proxy/Registration Statement is declared effective and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournment. (ii) The Company shall send meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include in all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholders’ Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholders Approval. (ia) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the The Company shall 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’ 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 for the purpose of obtaining (i) the Requisite Company Vote required in connection with this Agreement and the First-Step Merger and (ii) if so desired and mutually agreed by the parties, the approval of other matters of the type customarily brought before a special meeting of shareholders to approve a merger agreement or otherwise approve the transactions contemplated hereby. (b) Subject to Section 6.3(c), the Board of Directors of the Company Shareholders’ Approval shall (including any adjournment of such meeting for i) recommend to its shareholders the purpose of soliciting additional proxies in favor approval of this Agreement) and such other matter as may be mutually agreed by SPAC , the First-Step Merger and the Company. The other transactions contemplated hereby (the “Company will Recommendation”), (ii) include the Company Recommendation in the Proxy Statement, (iii) use its reasonable best efforts (A) to solicit obtain from its the shareholders proxies in favor of the Company Shareholders’ Approval the Requisite Company Vote, including by communicating to its shareholders the Company Recommendation and (Biv) not withhold, withdraw, qualify or modify, or propose publicly to obtain withhold, withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation, or submit this Agreement to the Company’s shareholders for a vote or consent without the Company Recommendation. (c) Subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would be a violation of its fiduciary duties under Law to continue to recommend this Agreement, then in submitting this Agreement to the Company’s shareholders, the Board of Directors of the Company may (but shall not be required to) modify, withdraw or change the Company Recommendation or submit this Agreement to the Company’s shareholders without the Company Recommendation (each, a “Company Adverse Recommendation Change”) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for the Company Adverse Recommendation Change to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by Law; provided that the Board of Directors of the Company may not take any action under this Section 6.3(c) unless (i) such action is taken in response to an Acquisition Proposal and in compliance with all applicable Law. The such Acquisition Proposal (x) did not result from a breach by the Company of Section 6.13 and (y) shall set constitutes a Superior Proposal; (ii) the date Company gives Parent at least two (2) business days’ prior written notice of its intention to take such action and a reasonable description of the events or circumstances giving rise to its determination to take such action (including its basis for determining that such Acquisition Proposal constitutes a Superior Proposal (including the latest material terms and conditions of, and the identity of the third party making, the Acquisition Proposal, or any amendment or modification thereof)); (iii) during such two (2) business day period, the Company has considered and negotiated (and has caused its Representatives to consider and negotiate) with Parent in good faith (to the extent Parent desires to so negotiate) regarding any adjustments or modifications to the terms and conditions of this Agreement proposed by Parent; and (iv) at the end of such notice period, the Board of Directors of the Company Shareholders’ Meeting takes into account any amendment or modification to this Agreement proposed by Parent (it being understood that Parent shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement), and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, again determines in good faith that it would nevertheless result in a violation of its fiduciary duties under Law to continue to recommend this Agreement and that such Acquisition Proposal constitutes a Superior Proposal. Any material amendment to any Acquisition Proposal will be deemed to be seven days after the Proxy/Registration Statement is declared effective a new Acquisition Proposal for purposes of this Section 6.3(c) and will require a new determination and notice period as referred to in this Section 6.3(c). (zd) The Company shall not adjourn or postpone the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, (i) as of the time that the Company Shareholders’ Meeting for which such meeting is originally scheduled, there are insufficient shares of Company Shares Common Stock represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, Meeting or (2ii) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting, the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote; provided that, from and after such time, if any, that (in response to an Acquisition Proposal that has been received by the Company and that has been publicly disclosed or otherwise become public) the Company makes a Company Adverse Recommendation Change that is permitted by Section 6.3(c), the Company thereafter shall not be so required to adjourn or postpone the Company Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with two (2) times following such adjournment. (ii) The Company shall send meeting materials time. Notwithstanding anything to the Company Shareholders which shall seek contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Shareholder Approval Meeting shall be convened and this Agreement shall include in all such meeting materials it sends be submitted to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor shareholders of the Company Shareholders’ Approval (such statement, the “Company Board Recommendation”) and neither at the Company Board nor any committee thereof Meeting for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve be deemed to withhold, withdraw, qualify, amend or modify, relieve the Company Board Recommendationof such obligation, including if the Company makes a Company Adverse Recommendation Change.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall 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”) in accordance with the Company Charter to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of obtaining the Company Required Shareholders’ Approval (including the approval of any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreementthe Required Shareholders’ Approval) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, the Company Charter and the Investors Rights Agreement. The Company (y) shall set the date of the Company Shareholders’ Meeting to be seven not more than thirty (30) days after the Proxy/Registration Statement is declared effective and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder the Required Shareholders’ Approval, or (3) to comply with applicable Law; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three fifteen (15) consecutive days in connection with such adjournmentdays. (ii) The Company shall send meeting materials to the Company Shareholders which shall seek the Company Shareholder Required Shareholders’ Approval and shall include in all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor of the Company Required Shareholders’ Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.. 76

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective under the Securities Act, the Company shall 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 ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective under the Securities Act for the purpose of obtaining the Company Shareholders’ Shareholders 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 SPAC and the Company. The Company will use its reasonable best efforts to (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Shareholders Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (yx) shall set the date of the Company Shareholders’ Meeting to be seven days after the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective and (zy) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Shareholders Approval; provided, however, provided further that for both prior sub-clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three ten (10) consecutive days in connection with such adjournment. (ii) The Company shall send meeting materials to the Company Shareholders entitled to receive notice of the Company Shareholders’ Meeting which shall seek the Company Shareholder Shareholders Approval and shall include in all such meeting materials it sends to the such Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the such Company Shareholders vote in favor of the Company Shareholders’ Shareholders Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholders Approval. (i) Prior to or as As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall 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 for the purpose of obtaining the Company Shareholders’ 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 SPAC Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and will take such other action as is reasonably necessary or advisable to obtain such proxies and the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable LawLaw 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 seven not more than fifteen (15) days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company 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 SPAC Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournment. (ii) The Company shall send the Proxy/Registration Statement and the meeting materials to the Company Shareholders which shall seek the Company Shareholder Shareholders’ Approval and shall include in together with all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholders’ Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholders Approval. (i) Prior to or as promptly as practicable Within five days after the Proxy/Registration Statement is declared effective under the Securities Actbecomes effective, the Company shall establish give notice to the holders of Company Stock as of a record date not less than ten days nor more than twenty days prior to such mailing (the "Voting Shareholders") of a special meeting of its stockholders (the "Special Meeting") to be held not less than 20 business days nor more than 30 days from the mailing of such notice for the purpose of voting on and approving, inter alia, (a) this Agreement and the transactions contemplated hereby, and (b) the Escrow Agreement and the transactions contemplated thereby, and the designation of a representative (the "Representative") to act on behalf of the Company Shareholders, including naming one or more alternative individuals to act as Representative in the event that the designated Representative shall have died, resigned or otherwise become incapable or unwilling to act as Representative and providing for an appropriate selection procedure if all of such named alternatives are unwilling or unable to serve as Representative (the "Company Shareholders' Approval"). Approval of the Escrow Agreement and the selection of the Representative (and successors) shall be included in a resolution to be acted upon by the Company Shareholders. Such resolution shall provide for, duly callinter alia, give notice of, convene and hold a meeting the Company Shareholders' acceptance of the Representative as the collective agent of the Company Shareholders under the terms of the Escrow Agreement; and authorize such Representative to (w) execute and deliver the Escrow Agreement and any documents incident or ancillary thereto, including without limitation, any adjournment amendments, cancellations, extensions or waivers in respect thereof, (x) respond to and make determinations in respect of the “Company Shareholders’ Meeting”) assertion of any and all claims for indemnification by Omnicom, and to be held as promptly as reasonably practicable following assert claims, pursuant to the date that terms of the Proxy/Registration Statement is declared effective under Escrow Agreement and the Securities Act for the purpose of obtaining the Company Shareholders’ Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor provisions of this Agreement) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company Agreement pertaining thereto, (y) shall set execute and deliver any stock powers which may be required to be executed by any Company Shareholder in order to permit the date delivery to Omnicom of any shares of Omnicom Stock to be delivered to Omnicom from an Escrow Fund in accordance with the provisions of the Company Shareholders’ Meeting to be seven days after the Proxy/Registration Statement is declared effective Escrow Agreement, and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournment. (ii) The Company shall send meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include in take all such meeting materials it sends other actions as may be necessary or desirable to carry out his responsibilities as collective agent of the Company Shareholders in connection with respect of the Escrow Agreement. The Company shall use its best efforts to obtain the Company Shareholders’ Meeting a statement to ' Approval. The Company will, through its Board of Directors, include in the effect that Information Statement, the Company recommendation of the Board has unanimously recommended that the Company Shareholders vote in favor of Directors of the Company Shareholders’ Approval (such statementthat the Voting Shareholders adopt this Agreement and the Escrow Agreement, and approve the Merger, the “Company Board Recommendation”) transactions contemplated by this Agreement and neither the Company Board nor any committee thereof shall withholdEscrow Agreement, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, and the Company Board Recommendationappointment of the Representative.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall establish a record date for, duly call, give notice of, convene and hold call 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 for the purpose of obtaining the vote of the holders of shares of Company Shareholders’ Approval (including any adjournment of such meeting for Stock to the purpose of soliciting additional proxies in favor of this Agreement) extent required to approve the Transaction Proposals and such other matter as may be mutually agreed by SPAC Catcha and the Company. The Company will (the “Company Shareholders Approval”), and the Company shall use its reasonable best efforts (A) to solicit from its shareholders the Company Shareholders proxies or consent (as applicable) in favor of the Company Shareholders’ Shareholders Approval and (B) prior to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (y) shall set the date of the Company Shareholders’ Meeting to be seven days after the Proxy/Registration Statement is declared effective and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, and to take all other actions necessary or (2) if, as of the time that advisable to secure the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Shareholders Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournment. (ii) . The Company shall send meeting materials to the Company Shareholders entitled to receive notice of the Company Shareholders’ Meeting which shall seek the Company Shareholder Shareholders Approval and shall include in all such meeting materials it sends to the such Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the such Company Shareholders vote in favor of the Company Shareholders’ Shareholders Approval (such statement, the “Company Board Recommendation”) ), and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholders Approval. (ia) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the The Company shall 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’ 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 for the purpose of obtaining (i) the Requisite Company Vote required in connection with this Agreement and the First-Step Merger and (ii) if so desired and mutually agreed by the parties, the approval of other matters of the type customarily brought before a special meeting of shareholders to approve a merger agreement or otherwise approve the transactions contemplated hereby. (b) Subject to Section 6.3(c), the Board of Directors of the Company Shareholders’ Approval shall (including any adjournment of such meeting for i) recommend to its shareholders the purpose of soliciting additional proxies in favor adoption of this Agreement) and such other matter as may be mutually agreed by SPAC , the First-Step Merger and the Company. The other transactions contemplated hereby (the “Company will Recommendation”), (ii) include the Company Recommendation in the Proxy Statement, (iii) use its reasonable best efforts (A) to solicit obtain from its the shareholders proxies in favor of the Company Shareholders’ Approval the Requisite Company Vote, including by communicating to its shareholders the Company Recommendation and (Biv) not withhold, withdraw, qualify or modify, or propose publicly to obtain withhold, withdraw, qualify or modify, in a manner adverse to Parent, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation, or submit this Agreement to the Company’s shareholders for a vote or consent without the Company Recommendation. (c) Subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would be a violation of its fiduciary duties under Law to continue to recommend this Agreement, then in submitting this Agreement to the Company’s shareholders, the Board of Directors of the Company may (but shall not be required to) submit this Agreement to the Company’s shareholders without, or with a recommendation adverse to, the Company Recommendation (a “Company Adverse Recommendation Change”) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for the Company Adverse Recommendation Change to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by Law; provided that the Board of Directors of the Company may not take any action under this Section 6.3(c) unless (i) such action is taken in response to an Acquisition Proposal and in compliance with all applicable Law. The such Acquisition Proposal (x) did not result from a breach by the Company of Section 6.13 and (y) shall set constitutes a Superior Proposal; (ii) the date Company gives Parent at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the events or circumstances giving rise to its determination to take such action (including its basis for determining that such Acquisition Proposal constitutes a Superior Proposal (including the latest material terms and conditions of, and the identity of the third party making, the Acquisition Proposal, or any amendment or modification thereof)); (iii) during such three (3) business day period, the Company has considered and negotiated (and has caused its Representatives to consider and negotiate) with Parent in good faith (to the extent Parent desires to so negotiate) regarding any adjustments or modifications to the terms and conditions of this Agreement proposed by Parent; and (iv) at the end of such notice period, the Board of Directors of the Company Shareholders’ Meeting takes into account any amendment or modification to this Agreement proposed by Parent (it being understood that Parent shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement), and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, again determines in good faith that it would nevertheless result in a violation of its fiduciary duties under Law to continue to recommend this Agreement and that such Acquisition Proposal constitutes a Superior Proposal. Any material amendment to any Acquisition Proposal will be deemed to be seven days after the Proxy/Registration Statement is declared effective a new Acquisition Proposal for purposes of this Section 6.3(c) and will require a new determination and notice period as referred to in this Section 6.3(c). (zd) The Company shall not adjourn or postpone the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, (i) as of the time that the Company Shareholders’ Meeting for which such meeting is originally scheduled, there are insufficient shares of Company Shares Common Stock represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, Meeting or (2ii) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting, the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote; provided that, from and after such time, if any, that (in response to an Acquisition Proposal that has been received by the Company and that has been publicly disclosed or otherwise become public) the Company makes a Company Adverse Recommendation Change that is permitted by Section 6.3(c), the Company thereafter shall not be so required to adjourn or postpone the Company Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with two (2) times following such adjournment. (ii) The Company shall send meeting materials time. Notwithstanding anything to the Company Shareholders which shall seek contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Shareholder Approval Meeting shall be convened and this Agreement shall include in all such meeting materials it sends be submitted to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor shareholders of the Company Shareholders’ Approval (such statement, the “Company Board Recommendation”) and neither at the Company Board nor any committee thereof Meeting for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve be deemed to withhold, withdraw, qualify, amend or modify, relieve the Company Board Recommendationof such obligation, including if the Company makes a Company Adverse Recommendation Change.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities ActAct and as provided by the Interim Order, the Company shall establish a record date for, duly call, give notice of, of and convene and hold a meeting of the Company Shareholders Meeting (including and in any adjournment thereofevent, such meeting shall be held not more than 45 days after the “date on which the Company Information Circular is mailed to 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 for the purpose of voting on the Company Shareholder Proposals and obtaining the Company Shareholders’ Approval (including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the approval and adoption of this Agreement) and such other matter matters as may be mutually agreed by SPAC and the Company. The Company will shall use its commercially reasonable best efforts to (A) to solicit from its shareholders the Company Shareholders proxies in favor of the approval and adoption of this Agreement and the Company Shareholder Proposals, including the Company Shareholders’ Approval, and shall take all other action necessary or advisable to obtain such proxies and the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders the Company Shareholders required by and in compliance with all applicable LawLaws, CSA rules and the Company Governing Documents; provided, that none of the Company or any of its Affiliates shall be required to pay any additional consideration to any Company Shareholder in order to obtain the Company Shareholders’ Approval. The Company (y1) shall set consult with SPAC regarding the record date and the date of the Company Shareholders’ Shareholders Meeting to be seven days after the Proxy/Registration Statement is declared effective and (z2) shall not adjourn or postpone the Company Shareholders’ Shareholders Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn or postpone the Company Shareholders’ Shareholders Meeting for a period of not longer than 15 days without any such consent (1x) to the extent necessary to ensure that any supplement or amendment to the Proxy/Registration Statement that the Company reasonably determines (following consultation with SPAC) is necessary to comply with applicable Laws, is provided to the Company Shareholders in advance of a vote on the approval and adoption of this Agreement, (y) if, as of the time that the Company Shareholders’ Shareholders Meeting is originally scheduled, there are insufficient Company Common Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, Shareholders Meeting or (2z) if, as of the time that the Company Shareholders’ Shareholders Meeting is originally scheduled, adjournment or postponement of the Company Shareholders’ Shareholders Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection Approval. Subject to the Company’s obligations under applicable Law, the Company shall provide SPAC with such adjournment(I) reasonable updates with respect to the tabulated vote counts received by the Company, and (II) the right to review and discuss all communications sent to Company Shareholders with respect to the Company Shareholders Meeting. (ii) The Company shall send meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and Information Circular shall include in all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor of the Company Shareholders’ Approval Shareholder Proposals at the Company Shareholders Meeting (such statement, the “Company Board Recommendation”) and neither ), and, subject to Section 8.02(c)(iii), the Company Board nor any committee thereof shall not withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation (a “Company Modification in Recommendation”). (iii) Notwithstanding anything to the contrary contained in this Agreement (including ‎Section 8.02(c)(ii)), the Company Board may, at any time prior to, but not after, obtaining the Company Shareholders’ Approval, make a Company Modification in Recommendation (a “Company Change in Recommendation”) in response to (A) an Acquisition Proposal, if the Company Board determines in good faith, after consultation with outside legal counsel, that (1) the failure to take such action would be a breach of the fiduciary duties of the Company Board under applicable Law and (2) such Acquisition Proposal constitutes a Company Superior Proposal, or (B) a Company Intervening Event if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be a breach of the fiduciary duties of the Company Board under applicable Law; provided, that, in the case of each of clauses (A) and (B), (x) the Company shall have delivered written notice to SPAC of the Company Board’s intention to make a Company Change in Recommendation at least five Business Days prior to the taking of such action by the Company Board (the “Company Change in Recommendation Notice Period”), which notice shall (I) state that the Company has received an Acquisition Proposal that the Company Board intends to declare a Company Superior Proposal or that a Company Intervening Event has occurred, and that the Company Board intends to make a Company Change in Recommendation in response thereto, and (II) include the material terms and conditions of such Acquisition Proposal (excluding the identity of the third party making such Acquisition Proposal) or a description of such Company Intervening Event, (y) during the Company Change in Recommendation Notice Period and prior to making a Company Change in Recommendation, if requested by SPAC, the Company and its Representatives shall have negotiated in good faith with SPAC and its Representatives regarding any revisions or adjustments proposed by SPAC to the terms and conditions of this Agreement as would enable the Company Board to proceed with the Company Board Recommendation and not make such Company Change in Recommendation and (z) if SPAC requested negotiations in accordance with clause (y), the Company Board may make a Company Change in Recommendation only if the Company Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that SPAC shall have, prior to the expiration of the Company Change in Recommendation Notice Period, proposed in writing, continues to determine in good faith, after consultation with outside legal counsel, and reaffirms in writing to SPAC on the date on which the Company Change in Recommendation Notice Period expires, that such Acquisition Proposal continues to constitute a Company Superior Proposal or that such Company Intervening Event still exists. To the fullest extent permitted by applicable Law, the Company’s obligations to commence a broker search, establish a record date for, duly call, give notice of, convene and hold the Company Shareholders Meeting shall not be affected by any Company Modification in Recommendation. (iv) For purposes of this Section 8.02(c), a “Company Superior Proposal” shall mean a bona fide Acquisition Proposal with respect to the Company that (A) is not made as a result of a breach by the Company of its obligations under Section 8.06(a)(i) and (B) the Company Board, after consultation with outside legal counsel, determines in good faith would or would reasonably be expected to, if consummated, result in a transaction that is more favorable to the Company and the Company Shareholders than the Transactions after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such Acquisition Proposal), regulatory, timing or other aspects of such Acquisition Proposal and the Transactions and after taking into account any changes to the terms of this Agreement irrevocably offered in writing by SPAC in response to such Company Superior Proposal pursuant to, and in accordance with Section 8.02(c)(iii).

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective under the Securities Act, unless otherwise agreed to by SPAC, the Company shall 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 ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective under the Securities Act for the purpose of obtaining the Company Shareholders’ Shareholders 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 SPAC and the Company. The Company will use its reasonable best efforts to (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval Shareholders Approval, and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (yx) shall set the date of the Company Shareholders’ Meeting to be seven (7) days after the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective unless otherwise agreed to by SPAC, and (zy) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Shareholders Approval; provided, howeverprovided further, that for both prior sub-clauses (1) and (2) in the aggregate the Company may adjourn or postpone on only one occasion without the consent of the SPAC and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three ten (10) consecutive days in connection with such adjournmentadjournment or postponement. (ii) The Company shall send meeting materials to the Company Shareholders entitled to receive notice of the Company Shareholders’ Meeting which shall seek the Company Shareholder Shareholders Approval and shall include in all such meeting materials it sends to the such Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the such Company Shareholders vote in favor of the Company Shareholders’ Shareholders Approval (such statement, the “Company Board Recommendation”) and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall (A) solicit and obtain the Company Shareholders’ Approval in the form of an irrevocable unanimous written consent (the “Unanimous Written Consent”) of all the Company Shareholders, or (B) establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) in accordance with the Company Charter and applicable Law to be held as promptly as reasonably practicable and, unless otherwise agreed by SPAC and the Company in writing, in any event not more than thirty (30) days following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of voting on the Company Transaction Proposals and obtaining the Company Shareholders’ Approval (including the approval of any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of this Agreementthe adoption of the Company Transaction Proposals) and such other matter matters as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (yx) shall set consult with SPAC regarding the record date and the date of the Company Shareholders’ Meeting prior to be seven days after the Proxy/Registration Statement is declared effective determining such dates and (zy) shall not adjourn or postpone the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may shall adjourn or postpone the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Pre-Subdivision Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment or postponement of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Shareholders’ Approval, or (3) to comply with applicable Law; providedprovided further, however, that for both without the prior clauses written consent of SPAC (1) and such consent not to be unreasonably withheld, delayed or conditioned), the Company shall not adjourn or postpone on more than two (2) in the aggregate the Company may adjourn on only one occasion occasions and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three fifteen (15) consecutive days in connection with such adjournmentdays. (ii) The Company shall send meeting materials to the Company Shareholders which shall seek the Company Shareholder Shareholders’ Approval and shall include in all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor of granting the Company Shareholders’ Approval (such statement, the “Company Board Recommendation”) ), and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the Company Board Recommendation.