Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the The Company, acting through the Company Board Board, shall, in accordance with applicable Law and the Company Governing Documents, as promptly as practicable after all the comments received from the SEC, if any, on the preliminary Proxy Statement have been cleared by the SEC staff or promptly following confirmation from the SEC staff that they will not be commenting thereon, (as applicable), shall take all action necessary to establish a record date for, i) duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Shareholders’ Meeting”) including, (a) not more and in any event no later than five twenty (520) Business Days after the Proxy Statement has been cleared by the SEC, mailing dissemination of the Proxy Statement to the holders Company’s shareholders) for the purpose of Company Common Stock as considering and taking action on this Agreement and the Merger and (ii) use reasonable best efforts to solicit from its shareholders proxies in favor of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption approval of this Agreement and approval of the Merger; provided provided, however, that the Company may postpone or adjourn the Company Shareholders Meeting (i) Board need not comply with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), foregoing clause (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which if the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company an Adverse Recommendation Change in accordance with Section 6.02(e6.04(d) or Section 6.04(e). Neither the commencement, disclosure, announcement or submission to the Company of any Competing Transaction (whether or not a Change of Recommendation in accordance with Section 6.02(fSuperior Proposal), (A) include in nor any furnishing of information, discussions or negotiations with respect thereto, nor any decision or action by the Company Board to effect an Adverse Recommendation Change shall give the Company any right to delay, defer or adjourn the Company Shareholders’ Meeting. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent the Company determines any supplement or amendment to the Proxy Statement is required by Law to be provided to the Company’s shareholders or, if as of the time of the Company Recommendation and Shareholders’ Meeting, there are insufficient shares of Company Common Stock represented (Beither in person or by proxy) use its reasonable best efforts to obtain constitute a quorum necessary to conduct the business of the Company Shareholder Approval. At such Company Shareholders Shareholders’ Meeting; provided, however, that no adjournment may be to a date on or after three (3) Business Days prior to the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingOutside Date.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of this Agreement, but in no event later than the Proxy Statement by fifth (5th) Business Day after the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02date hereof, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, of and convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) includingApproval, (aii) not more publish the notice of the Company Shareholder Meeting (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder). As soon as reasonably practicable following the date of this Agreement, but in no event later than five the fifteenth (515th) Business Days Day after the Proxy Statement has been cleared by date hereof, the SEC, mailing the Proxy Statement Company shall prepare and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (subject the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to completion the Company in respect of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ‎Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than 40 days after the publication of the notice regarding the Company Shareholders Meeting. Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation and the content of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement and use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable after following its filing date. The Company shall not include in the date of mailing (but in Proxy Statement any event within thirty-five (35) days thereafter (subject to completion of any process information with respect to an Alternative Transaction Proposal that is then ongoing pursuant Parent or its Affiliates, unless the form and content thereof shall have been consented to Section 6.02)in writing by the Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law. Prior to the mailing of the Proxy Statement, unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement to consider and vote upon the adoption of this Agreement related correspondence and the Merger; filings, (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not shall have no obligation to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of include any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except comments to the extent that the Company Board shall have effected a Company Adverse Recommendation Change determines in accordance good faith, in consultation with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)its counsel, (A) include that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting 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 are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company Recommendation and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC or Nasdaq, or their respective staff, as applicable (Bincluding all meetings and telephone conferences) use its reasonable best efforts relating to obtain this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company Shareholder Approvalshall, in accordance with the procedures set forth in this ‎Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Affiliates (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. As promptly The Company shall, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02practicable, the Company, acting through the Company Board (as applicable), shall duly take all lawful action necessary to establish a record date for, duly call, give written notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after for the Proxy Statement has been cleared purpose of obtaining the Company Requisite Shareholder Vote with respect to the transactions contemplated hereby and shall take all lawful action to solicit the approval of this Agreement by the SEC, mailing Company Requisite Shareholder Vote. The Board of Directors of the Proxy Statement Company shall recommend approval of this Agreement by the shareholders of the Company to the holders effect set forth in Section 3.6 (the “Company Recommendation”), and the Board of Company Common Stock as Directors of the record date established for Company shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify or publicly announce that it is considering withdrawing, modifying or qualifying) in any manner adverse to Parent such recommendation or take any action or make any statement in connection with the Company Shareholders Meeting inconsistent with such recommendation, including a recommendation by the Company’s Board of Directors of an Acquisition Proposal (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding collectively, a “Change in the Company Shareholders Meeting as promptly as practicable after Recommendation”); provided, however, that the date Board of mailing (but in any event within thirty-five (35) days thereafter (subject to completion Directors of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or make a Change in the Company Recommendation in accordance with, and subject to the limitations set forth in, Section 5.6. The Company shall adjourn the Company Shareholders Meeting (ix) with from time to time at the consent written request of Parent (for up to 10 days upon each such request in the event there shall not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to quorum at the Company Shareholders Meeting or and (ivy) if on one occasion at the written request of Parent for up to 10 days in the event Parent reasonably believes based on information from the Company has provided and its proxy solicitor that less than a written notice majority of the shares of Company Common Stock entitled to Parent pursuant vote on the Merger intend to Section 6.02(e) or Section 6.02(f) have voted “against”, and less than a majority of such shares intend to or have voted “for”, approval of this Agreement and the deadline contemplated under such Section (as applicable) Company, after consultation with respect to such notice has not been reached. In addition to and notwithstanding the foregoingParent, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent necessary to ensure that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) any required supplement or a Change of Recommendation in accordance with Section 6.02(f), (A) include in amendment to the Proxy Statement Statement/Prospectus is provided to the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingCompany’s shareholders.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant (a) Subject to Section 6.026.04, the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval entitled to vote at the Shareholders’ Meeting (the “Company Shareholders MeetingRecord Date”) includingin consultation with Merger Sub and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Merger Sub (not to be unreasonably withheld of delayed), unless required to do so by applicable Law; and in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, except as required by applicable Laws (a) as determined in good faith by the Special Committee), the Company agrees that unless Merger Sub shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company does not more establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed. As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) Business Days after such confirmation, the Proxy Statement has been cleared by the SEC, mailing Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the record date established for Record Date, which meeting the Company Shareholders Meeting (subject shall duly convene and cause to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding occur as soon as practical following the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote for the purpose of voting upon the adoption authorization and approval of this Agreement Agreement, the Plan of Merger and the Transactions, including the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the extent that Shares represented by ADSs (the Company Board shall have effected a Company Adverse Recommendation Change “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f6.02(b), without the consent of Merger Sub, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (Aother than procedural matters) include in that shall be proposed to be voted upon by the Proxy Statement shareholders of the Company Recommendation and (B) use its reasonable best efforts to obtain at the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. (a) As reasonably promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of (but in any process event within thirty (30) Business Days; provided Parent timely provides all required information with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Parent, SMP or Merger Sub and otherwise complies with its obligations hereunder in all material respects) following the Agreement Date, the Company will, in a manner that complies with Regulation 14A promulgated under the Exchange Act with respect to the Transactions, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company, acting through ’s shareholders relating to the Company Board (as applicable)Shareholders Meeting that reflects the terms and conditions of this Agreement, shall take all action necessary to establish a record date for, duly call, give and includes the notice of, convene and hold a meeting of its shareholders for appraisal rights in the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement Merger to the holders of Company Common Stock Shares as required by Section 106(2) of the record date established for Bermuda Companies Act, and a copy of the Fairness Opinion in its entirety (including a description of the Fairness Opinion and the financial analysis relating thereto) (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) in preliminary form. Each of Parent and Merger Sub will furnish to the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding all information reasonably requested by the Company Shareholders Meeting concerning Parent, SMP or Merger Sub, and provide such other assistance, as the Company may reasonably request in connection with the preparation, filing and distribution of the Proxy Statement. Parent, Merger Sub and the Company will cooperate and consult with each other in good faith in the preparation of the Proxy Statement. The Company will notify Parent reasonably promptly as practicable after the date of mailing (but in any event within thirtytwenty-five four (3524) days thereafter (subject to completion hours) after its receipt of any process with respect comments from the SEC or any request from the SEC for amendments or supplements to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon will provide Parent with copies of all correspondence between the adoption of this Agreement Company and its Representatives, on the one hand, and the Merger; provided that SEC, on the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) timeother hand. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) will use its reasonable best efforts to obtain (i) respond as reasonably promptly as practicable to any comments from the Company Shareholder ApprovalSEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith and (ii) have the SEC advise as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statement. At such Company Shareholders Meeting, In addition to the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IXforegoing, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if file the Proxy Statement in definitive form with the SEC as promptly as reasonably practicable after the SEC advises the Company Board shall have withdrawnthat the SEC has no further comments on the Proxy Statement. Notwithstanding the foregoing, modified prior to filing the Proxy Statement in preliminary or qualified its recommendation thereof definitive form, or otherwise effected a Company Adverse Recommendation Change responding to any comments of the SEC with respect to, or Change of Recommendation any request from the SEC for amendments or proposed supplements to, the Proxy Statement, or announced any intention mailing the Proxy Statement in definitive form to do so. The Company shall in no event proposethe Company’s shareholders, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit will: (x) provide Parent an opportunity to review and comment on the shareholders Proxy Statement or response (including the proposed final version of the Proxy Statement or response); and (y) reasonably cooperate in good faith with Parent to propose any business include Parent’s reasonable comments that are promptly proposed by Parent to be transacted at such Company Shareholders Meetingthe Proxy Statement related to Parent or the Transactions.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance of the Proxy Statement by after the SEC and confirms that it has no further comments on the completion of Schedule 13E-3 but in any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02event no later than five days after such confirmation, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval entitled to vote at the Shareholders’ Meeting (the “Company Shareholders MeetingRecord Date”) includingand shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Laws; and in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required by applicable Laws or stock exchange requirement, the Company shall, if possible, implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed, (aii) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing mail or cause to be mailed the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (iii) instruct the Depositary to (A) fix the Record Date as the record date established for determining the holders of ADSs who shall be entitled to give instructions for the Company Shareholders Meeting exercise of the voting rights pertaining to the Shares represented by ADSs (subject the “Record ADS Holders”), (B) provide all proxy solicitation materials to completion all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with the instructions of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant such corresponding Record ADS Holders. Subject to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.026.02(b)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with , without the consent of Parent Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, are the only matters (not other than procedural matters) that shall be proposed to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed voted upon by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to at the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (a) The Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval entitled to vote at the Shareholders’ Meeting (the “Company Shareholders MeetingRecord Date”) includingin consultation with Parent and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, except as required by applicable Laws (a) as determined in good faith by the Special Committee), the Company agrees that unless Parent shall have otherwise approved in writing, the Company shall implement such adjournment or other delay in such a way that the Company does not more establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed. As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 or that it is not reviewing the Schedule 13E-3 but in any event no later than five (5) Business Days days after such confirmation, the Proxy Statement has been cleared by the SEC, mailing Company shall (i) mail or cause to be mailed the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheldRecord Date, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the extent that Shares represented by ADSs (the Company Board shall have effected a Company Adverse Recommendation Change “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (Aother than procedural matters) include in that shall be proposed to be voted upon by the Proxy Statement shareholders of the Company Recommendation and (B) use its reasonable best efforts to obtain at the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance Notwithstanding any Company Change of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Recommendation, the Company, acting through the Company Board of Directors (as applicableor a committee thereof), shall promptly following receipt of confirmation from the SEC that the SEC has no further comments on, or will not review, the Proxy Statement, take all reasonable action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval approving and adopting this Agreement (including any adjournment or postponement thereof, the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone postpone, recess or adjourn such meeting for up to thirty (30) days in the aggregate (excluding any adjournment or postponements required by applicable Law) (a) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, (b) if as of the time for which the Company Shareholders Meeting is originally scheduled (ias set forth in the Proxy Statement) with there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the consent business of Parent the Company Shareholders Meeting or (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iiic) to allow reasonable additional time for the preparation, filing and mailing dissemination of any supplemental or amended disclosure which the Company Board of Directors has determined in good faith after consultation with outside counsel is necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting Meeting. The Company, acting through its Company Board of Directors (or (iv) if the Company has provided a written notice to Parent pursuant committee thereof), shall subject to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f6.1(d), (Ai) include in the Proxy Statement the Company Recommendation and, subject to the consent of the Company Financial Advisor, the written opinion of the Company Financial Advisor, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and (Bii) use its reasonable best efforts to obtain the Company Shareholder ApprovalRequisite Vote. At such Company Shareholders Meeting, Notwithstanding anything to the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided contrary contained in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IXAgreement, the Company shall establish a record date for, duly call, give notice of, convene and not be required to hold a the Company Shareholders Meeting at which it shall submit if this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingis terminated.

Company Shareholders Meeting. As promptly Subject to Section 6.4, as soon as reasonably practicable following practical after the clearance date hereof, but by no later than 5:00PM Eastern Time on August 1, 2019, the Company Board shall ratify by unanimous action of the Proxy Statement by Company Board the SEC Company Board Recommendation and deliver written evidence of the completion of any process with respect same to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Parent. The Company, acting through the Company Board (as applicableor a committee thereof), shall (a) as soon as reasonably practicable following confirmation by the SEC (or the staff of the SEC) that it will not review or has no further comments on the Proxy Statement take all action necessary to establish set a record date forfor (which record date shall be as soon as legally permissible), duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as the date of such Company Shareholder Meeting to be no later than thirty days after the date the definitive Proxy Statement is first disseminated to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and Company’s shareholders (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change unless such meeting is adjourned in accordance with this Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f6.3), and (Ab) subject to Section 6.4, include in the Proxy Statement the Company Recommendation Board Recommendation, and (B) solicit and use its reasonable best efforts to obtain the Company Shareholder ApprovalApproval at the Company Shareholder Meeting. At such Company Shareholders MeetingUnless the Agreement has been duly terminated in accordance with the terms herein, the Company shall, through subject to the right of the Company Board or any committee thereofto modify its recommendation in a manner adverse to Parent under the circumstances specified in Section 6.4(d), make use its reasonable best efforts to solicit from the shareholders of the Company Recommendation, except as provided proxies in favor of the immediately succeeding sentence. Unless proposal to adopt this Agreement is validly terminated in accordance with Article IX, and approve the Merger and the Transactions and to secure the Company Shareholder Approval (it being understood that the foregoing shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if not require the Company Board shall have withdrawnto recommend in favor of the adoption of this Agreement, modified or qualified its recommendation thereof or otherwise effected if a Company Adverse Recommendation Change has been effected in accordance with Section 6.4(d)). Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such postpone the Company Shareholders Meeting a proposal for (i) if the Company believes in good faith (after consultation with the Company’s outside legal counsel) that it is necessary to ensure that any supplement or amendment to the Proxy Statement that is legally required (including such an amendment or supplement in response to an objection that is raised by any shareholder of the Company to the sufficiency or accuracy of the Proxy Statement) is timely provided to the shareholders of the Company or (ii) with the consent of Parent, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of the Common Stock or Preferred Stock represented (either in person or by proxy) to act on constitute a quorum necessary to conduct the business of the Company Shareholders Meeting; provided, however, that any Alternative Transaction Proposal such adjournment or Superior Proposalpostponement shall be for not more than, in the case of clause (i), ten (10) Business Days, and in the case of clause (ii), twenty (20) Business Days or such other amount of time reasonably agreed by Company and Parent to be necessary to comply with applicable Law, and, in any event, shall not be to a date that is later than three (3) Business Days prior to the End Date. During any such period of adjournment or postponement, the Company shall not permit continue in all respects to comply with its obligations under this Section 6.3 and Section 6.4. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s shareholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the shareholders to propose any business to be transacted of the Company at such the Company Shareholders Meeting.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02this Agreement, but in no event later than September 23, 2018, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, of and convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval and (ii) publish the “notice of the Company Shareholders Shareholder Meeting”) including. As soon as reasonably practicable following the date of this Agreement, (a) not more but in no event later than five (5) Business Days after October 19, 2018, the Proxy Statement has been cleared by Company shall prepare and file with the SEC, mailing the Proxy Statement ISA and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (subject the “Proxy Statement”), including a proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder, and instruct the Depositary to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing (A) fix the date established by the Company as the record date pursuant to this Section 6.027.3(a) and (b) holding for determining the holders of Company Shareholders Meeting as promptly as practicable after ADSs who shall be entitled to give instructions for the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) exercise of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior voting rights pertaining to the Ordinary Shares represented by Company Shareholders Meeting or ADSs (ivthe “Record ADS Holders”) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as (B) provide all proxy solicitation materials and any other materials or notices required under the Deposit Agreement to all Record ADS Holders, and (C) vote all Ordinary Shares represented by Company ADSs in accordance with the instructions of such corresponding Record ADS Holders. The Company shall otherwise comply with the notice requirements applicable to the aggregate tally Company in respect of the proxies received Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than November 19, 2018. Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation and a copy of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement and use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable following its filing date. The Company shall not include in the Proxy Statement any information with respect to Parent or its Affiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law. Prior to the mailing of the Proxy Statement, unless the Company Shareholder Approval Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (iiy) except shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that the Company shall have no obligation to include any such comments to the extent that the Company Board shall have effected a Company Adverse Recommendation Change determines in accordance good faith, in consultation with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)its counsel, (A) include that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting 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 are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company Recommendation and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC, ISA, Nasdaq or TASE, or their respective staff, as applicable (Bincluding all meetings and telephone conferences) use its reasonable best efforts relating to obtain this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company Shareholder Approvalshall, in accordance with the procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Affiliates (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. (a) As promptly as reasonably practicable following the clearance of the Proxy Statement by practicable, but in any event no later than five (5) Business Days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Proxy Statement, the Company, acting through the Company Board (as applicable), shall in accordance with applicable Law and its memorandum and articles of association take all action necessary to establish a record date for, duly call, give notice of, and convene and hold a meeting of its shareholders the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval (Approval. No later than the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable thirtieth calendar day after the date on which the notice of mailing the Company Shareholders’ Meeting is issued, the Company shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of association; provided, however, for the avoidance of doubt, the Company may, acting under the direction of the Company Board (after taking into account the recommendation of the Special Committee) and after consultation with Parent, adjourn the Company Shareholders’ Meeting for up to thirty calendar days (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02no later than the End Date)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting , (i) with if at the consent of Parent time the Company Shareholders’ Meeting proceeds to business there are insufficient Shares represented (not either in person or by proxy) to be unreasonably withheld, delayed constitute a quorum necessary to conduct business at the Company Shareholders’ Meeting; or conditioned), (ii) for the absence of a quorum, (iii) to allow additional reasonable time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board (after taking into account the recommendation of the Special Committee) has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Shareholders’ Meeting. Parent may request on one or more occasions that the Company adjourn the Company Shareholders’ Meeting for up to thirty calendar days (but in any event no later than the End Date), (x) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting or (ivB) if voting in favor of the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) authorization and approval of this Agreement, the Plan of Merger and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding Transactions, including the foregoingMerger, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At , provided that an ordinary resolution of the shareholders of the Company shall have been passed in favor of such grounds for adjournment, or (y) in order to allow reasonable additional time for (1) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Shareholders’ Meeting, in which event, the Company shall, through in each case, cause the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated Shareholders’ Meeting to be adjourned in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingParent’s request.

Company Shareholders Meeting. As promptly as reasonably practicable following In the clearance of event the Proxy Statement by the SEC and the completion of any process with respect Shareholder Written Consent is not delivered to an Alternative Transaction Proposal that is then ongoing pursuant Parent in accordance to Section 6.025.04(a) and Parent does not terminate this Agreement in accordance with Section 7.03(d), the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene convene, and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly soon as reasonably practicable after the date of mailing (but this Agreement and in any no event within thirtylater than forty-five (3545) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of following the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure date on which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date definitive version of the Company Shareholders Meeting, as Proxy Statement is first mailed to the aggregate tally holders of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except Common Stock. Except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change as permitted by Section 5.03 hereof, the Company Proxy Statement shall include the Company Board Recommendation. Subject to Section 5.03 hereof, the Company shall use reasonable best efforts to: (i) solicit from the holders of Company Common Stock proxies in accordance favor of the adoption of this Agreement and approval of the Merger; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to obtain such approval. The Company shall not submit any other proposals for approval at the Company Shareholders Meeting without the prior written consent of Parent. The Company shall keep Parent and Merger Sub updated with Section 6.02(e) respect to proxy solicitation results as requested Parent or a Change Merger Sub. The Company shall have the right, after good faith consultation with Parent, to, and shall at the request of Recommendation in accordance with Section 6.02(f)Parent, postpone or adjourn the Company Shareholders Meeting: (A) include in for the Proxy Statement the Company Recommendation and absence of a quorum, or (B) use its to allow reasonable best efforts additional time to obtain solicit additional proxies to the extent that at such time, taking into account the amount of time until the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through has not received a number of proxies that would reasonably be believed to be sufficient to obtain the Requisite Shareholder Approval at the Company Shareholder Meeting. If the Special Committee or the Company Board or any committee thereofmakes a Company Adverse Recommendation Change, make the then unless such Company Recommendation, except as provided in the immediately succeeding sentence. Unless Adverse Recommendation Change is with respect to a Superior Proposal and this Agreement is validly terminated pursuant to Section 7.04(a), it will not alter the obligation of the Company to submit the adoption of this Agreement and the approval of the Merger to the holders of Company Common Stock at the Company Shareholders Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with Article IX, its terms prior to the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the The Company Board (as applicable), shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) includingApproval, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting be held as promptly as reasonably practicable after following the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) clearance of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) timeSEC. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain convene and hold such meeting within 35 calendar days following the Company Shareholder Approvalclearance of the Proxy Statement by the SEC. At such Company Shareholders MeetingExcept as permitted by Section 6.3, the Company shall, through the Company Board or any committee thereofBoard, make include in the Proxy Statement the Company RecommendationBoard Recommendation for the approval of the Merger and the other Transactions at the Company Shareholders Meeting and the Company shall solicit from the Company Shareholders proxies in favor of the approval of the Merger and the other Transactions. Notwithstanding anything to the contrary contained in this Agreement, except the Company (i) shall be required to adjourn the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company Shareholders and (ii) may adjourn the Company Shareholders Meeting if, as provided of the time for which the Company Shareholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum or to obtain the immediately succeeding sentenceCompany Shareholder Approval; provided, however, that unless otherwise agreed to by the parties, the Company Shareholders Meeting shall not be adjourned to a date that is more than 30 days after the date for which the meeting was previously scheduled; and provided, further, that the Company Shareholders Meeting shall not be adjourned to a date on or after two Business Days prior to the End Date. Notwithstanding the foregoing, the Company may adjourn the Company Shareholders Meeting to a date no later than the second Business Day after the expiration of any of the periods contemplated by Section 6.3(d)(iii)(B). Unless this Agreement is validly has been terminated in accordance with Article IXVIII, the Company shall establish a record date for, duly Company’s obligations to call, give notice of, convene and hold a the Company Shareholders Meeting at which it in accordance with this Section 6.5 shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof not be limited or otherwise effected a affected by the making, commencement, disclosure, announcement or submission of any Company Adverse Recommendation Change Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingRecommendation.

Company Shareholders Meeting. As promptly as reasonably practicable following (i) Promptly after the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02date hereof, the Company, acting through the Company Board (as applicable), shall will take all action necessary in accordance with Florida Law and its Articles of Incorporation and Bylaws to establish convene the Company Shareholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law and Company's Articles of Incorporation and Bylaws) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Subject to Section 5.2(a)(iii), Company will use its commercially reasonable efforts to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders required by the rules of NASDAQ or Florida Law to obtain such approvals ("Company Shareholder Vote"). Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Shareholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Prospectus/Proxy Statement is provided to Company's shareholders in advance of a record date forvote on the Merger and this Agreement or, duly if as of the time for which Company Shareholders' Meeting is originally scheduled (as set forth in the Joint Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders' Meeting. Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and subject to Section 5.2(a)(iii) that all proxies solicited by Company in connection with the Company Shareholders' Meeting are solicited, in compliance with Florida Law, its Articles of Incorporation and Bylaws, the rules of NASDAQ and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”Shareholders' Meeting in accordance with this Section 5.2(a)(i) including, (a) shall not more than five (5) Business Days after the Proxy Statement has been cleared be limited to or otherwise affected by the SECcommencement, mailing the Proxy Statement disclosure, announcement or submission to the holders Company of Company Common Stock as any Acquisition Proposal, or by any withdrawal, amendment or modification of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) recommendation of the Proxy Statement to consider and vote upon the adoption Board of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent Directors of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingMerger.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (a) The Company Board (as applicable), shall take all action necessary under all applicable Law to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders the holders of Company Common Stock (the "Company Shareholders' Meeting") for the purpose of obtaining the Required Shareholder Approval. The Company Shareholder Approval Shareholders' Meeting shall be held (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared on a date selected by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02and Parent) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date commencement of the mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider the Company's shareholders (and vote upon in any event no more than 30 days after such date of commencement of mailing, or such later date as the parties mutually agree). Parent shall cause all shares of Company Common Stock owned by Parent or Merger Sub, if any, to be voted in favor of the adoption of this Agreement. Unless this Agreement is validly terminated pursuant to, and in accordance with, ARTICLE IX, this Agreement shall be submitted to the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) Company's shareholders for the absence purpose of a quorum, (iii) to allow additional time for seeking the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) timeRequired Shareholder Approval. The Company shall (i) shall, upon the reasonable request of Parent, use its commercially reasonable efforts to advise Parent as Parent may reasonably request, and at least on a daily basis on each of during the last ten (10) 10 Business Days prior to the date of the Company Shareholders Shareholders' Meeting, on a daily basis, as to the aggregate tally of the proxies received by the Company with respect to the Required Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company Shareholder Approval may adjourn or postpone the Company Shareholders' Meeting (i) after consultation with Parent, to the extent necessary to comply with any applicable Law, without limiting the Company's obligations with respect to Section 5.3 and Parent's termination rights pursuant to ARTICLE IX, (ii) except at the request of Parent for postponement or adjournment (in at least 3 Business Day increments, and in no event to a date that is less than 5 Business Days prior to the extent End Date), unless prior to such request the Company shall have received an aggregate number of proxies voting for the adoption of this Agreement and the Transactions, including the Merger, and which have not been withdrawn, in a number sufficient to obtain the Required Shareholder Approval, (iii) after consultation with Parent, if as of the time for which the Company Shareholders' Meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders' Meeting or to obtain the Required Shareholder Approval or (iv) after consultation with Parent, for up to 8 Business Days in the event that (a) the Company Board shall have effected has delivered a Company Adverse Recommendation Change Notice to Parent in accordance connection with a Superior Offer pursuant to Section 5.3(e)(i) prior to the date of the Company Shareholders' Meeting and (b) the Company is, and continues to be, in full compliance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f5.3(e)(i); provided, (A) include however, if Parent notifies the Company that it does not intend to exercise and waives its right to participate in the Proxy Statement process set forth in clause (F) of Section 5.3(e)(i) following the Company delivery of such Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IXChange Notice, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement not have the right to its shareholders even if adjourn or postpone the Company Board shall have withdrawnShareholders' Meeting pursuant to this clause (iv); provided, modified however, in the case of an adjournment or qualified its recommendation thereof postponement effected pursuant to either of the foregoing clauses (i) or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose(iii), recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposalas applicable, and the Company shall not permit hold the shareholders to propose any business to be transacted Company Shareholders' Meeting at the earliest practicable date following such Company Shareholders Meetingadjournment or postponement.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant Subject to Section 6.025.9, the Company, acting through the Company Board (as applicable), shall take all action necessary actions in accordance with applicable Law, the Company Organizational Documents and the rules of the NYSE to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date Parent Registration Statement is declared effective under the Securities Act for the purpose of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) voting on the approval and adoption of the Proxy Statement to consider and vote upon Bye-Law Amendment, this Agreement, the adoption of this Statutory Merger Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each cause the Company Proxy Statement to be mailed to the shareholders of the last ten (10) Business Days prior Company entitled to the date of vote at the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company comply with respect all legal requirements applicable to the Company Shareholder Approval Proxy Statement and (ii) except to the extent that the Company Board Shareholders Meeting and hold the Company Shareholders Meeting as soon as practicable after the Parent Registration Statement is declared effective under the Securities Act. The Bye-Law Amendment proposal shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include appear first on the proxy card in the Company Proxy Statement ahead of the proposals to approve and adopt this Agreement, the Statutory Merger Agreement and the Merger. Subject to Section 5.9, the Company Recommendation and (B) shall use its reasonable best efforts to obtain the Requisite Company Shareholder ApprovalVote. At such Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn, recess, reconvene or postpone the Company Shareholders Meeting (i) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Company Proxy Statement is provided to the shareholders of the Company within a reasonable amount of time in advance of the Company Shareholders Meeting or (ii) after consultation with Parent, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Company Proxy Statement) there are insufficient Company Common Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IXSubject to Section 5.9, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement (a) use its reasonable best efforts to solicit or cause to be solicited from its shareholders even if proxies in favor of the Company Board shall have withdrawnapproval and adoption of the Bye-Law Amendment, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event proposethis Agreement, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, Statutory Merger Agreement and the Merger and (b) take all other action necessary or advisable to secure the Requisite Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingVote.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the The Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its the shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Shareholders’ Meeting”) including, as promptly as practicable following the date of this Agreement (a) not more and in no event later than five (5) Business Days 30 days after the Proxy Statement has been cleared by commencement of the SEC, mailing of the Proxy Statement to the holders of Company Common Stock as of the record date established Company’s shareholders) for the Company Shareholders Meeting (subject to completion purpose of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote voting upon the adoption of this Agreement and in accordance with California Law. Notwithstanding the Merger; provided that foregoing, (i) if there are insufficient shares of the Company Common Stock necessary to conduct business at the Company Shareholders’ Meeting, the Company may postpone or adjourn extend the date of the Company Shareholders Shareholders’ Meeting to the extent (iand only to the extent) with necessary in order to conduct business at the consent of Parent (not to be unreasonably withheld, delayed or conditioned)Company Shareholders’ Meeting, (ii) for the absence of a quorumCompany may delay the Company Shareholders’ Meeting to the extent (and only to the extent) the Company reasonably determines that such delay is required by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement, and (iii) to allow additional time for with the preparationprior written consent of Parent or if Parent requests an extension, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to shall delay the Company Shareholders Shareholders’ Meeting or (iv) if the Company has provided for a written notice period not to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last exceed ten (10) Business Days prior to the date Days. The Company shall solicit from shareholders of the Company Shareholders Meeting, as to the aggregate tally proxies in favor of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change adoption of this Agreement in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)California Law, (A) include in the Proxy Statement the Company Recommendation and (B) shall use its reasonable best efforts to obtain secure the Requisite Shareholder Approval at the Company Shareholder Approval. At such Company Shareholders Shareholders’ Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly earlier terminated in accordance with pursuant to Article IXVIII, the Company shall establish a record date for, duly call, give notice of, convene and hold a the Company Shareholders Shareholders’ Meeting at which it shall submit for the purpose of voting upon the adoption of this Agreement to its shareholders even if in accordance with California Law, whether or not the Company Board at any time subsequent to the date hereof shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Board Recommendation Change or Change otherwise shall determine that this Agreement is no longer advisable or recommends that shareholders of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company reject it. Unless this Agreement has been terminated pursuant to Section 8.1(d)(ii), the Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Shareholders’ Meeting pursuant to this Section 6.3 shall not permit be limited to, or otherwise affected by, the shareholders commencement, disclosure, announcement or submission to propose the Company of any business to be transacted at such Company Shareholders MeetingAcquisition Proposal.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of this Agreement but in no event later than the Proxy Statement by fifth (5th) Business Day after the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02date hereof, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice ofof and, as soon as reasonably practicable thereafter in conformity with this Section 7.3, convene an annual and hold a special meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) includingfor the purpose of (A) obtaining the Company Shareholder Approval, (aB) not more subject to receipt of the Company Shareholder Approval, obtaining the election of the Parent Nominees plus one (1) Company nominee (“Company Nominee”) to the Company Board, and (C) approving the appointment of the Company auditors pursuant to the ICL, and (ii) publish the notice of the Company Shareholders Meeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder). The agreement in the foregoing sentence concerning submission of Parent Nominees for election at the Company Shareholders Meeting shall, without limitation of the foregoing, also be deemed to constitute a request to such effect under Section 66(b) of the ICL and is agreed and acknowledged by the Company to be compliant with such Section 66(b) and the Company’s organization documents, and the Company waives any non-compliance with any of the foregoing. As soon as reasonably practicable following the date of this Agreement but in no event later than five the fifteenth (515th) Business Days Day after the Proxy Statement has been cleared by date hereof, the SEC, mailing the Proxy Statement Company shall prepare and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Proxy Statement shall include the Parent Nominees and the Company Nominee (for purposes of being elected to the Company Board), and, subject to completion applicable Law, no other director nominees. The Company shall expand the size of any process the Company Board to allow the Parent Nominees and the Company Nominee to be elected to the Company Board together. The Company shall otherwise comply with the notice requirements applicable to the Company in respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding of the Company Shareholders Meeting pursuant to applicable Law, including the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ARTICLE IX or as Parent and the Company may otherwise agree in writing, the Company Shareholders Meeting shall be held no later than forty (40) days after the publication of the notices regarding the Company Shareholders Meeting. Unless the Company Board has effected a Company Board Recommendation Change in accordance with Section 5.3, the Company shall include the Company Board Recommendation and a copy of the fairness opinion described in Section 3.23 in the Proxy Statement. The Company shall, subject to applicable Law, use its reasonable best efforts to cause the Proxy Statement to be mailed or made available to the Company Shareholders as promptly as practicable after following its filing date. The Company shall not include in the date of mailing (but in Proxy Statement any event within thirty-five (35) days thereafter (subject to completion of any process information with respect to an Alternative Transaction Proposal that is then ongoing pursuant Parent or its Affiliates unless the form and content thereof shall have been consented to Section 6.02)in writing by Parent prior to such inclusion, such consent not to be unreasonably delayed or withheld, and Parent agrees to provide any such information (including information about the Parent Nominees) required to be so included under applicable Law (including ICL) and Nasdaq regulations. Prior to the mailing of the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, (x) the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) the Company shall not unreasonably refuse to consider include in such drafts, correspondence and vote upon the adoption of this Agreement and the Mergerfilings all comments reasonably proposed by Parent; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not shall have no obligation to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of include any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except comments to the extent that the Company Board shall have effected a Company Adverse Recommendation Change determines in accordance good faith, in consultation with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)its counsel, (A) include that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting 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 are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, and except as otherwise requested or required by the SEC, the Company Recommendation and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC or Nasdaq (Bor any other regulatory authority), or their respective staff, as applicable (including all meetings and telephone conferences) use its reasonable best efforts relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the Company Shareholders. Notwithstanding the foregoing provisions of this Section 7.3(a), if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Shareholder Approval, whether or not a quorum is present, the Company shall have the right to (and if requested in writing by Parent, the Company shall) make one or more successive postponements or adjournments of the Company Shareholders Meeting; provided that the Company Shareholders Meeting is not postponed or adjourned to a date that is in the aggregate more than thirty (30) days after the date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to the extent required under applicable Law to ensure that any required supplement or amendment to the Proxy Statement is provided or made available to the Company Shareholders or to permit dissemination of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Subsidiaries (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of this Agreement, but in no event later than the Proxy Statement by fifth (5th) Business Day after the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02date hereof, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, of and convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval Approval, and (ii) publish the notice of the Company Shareholders Meeting (the “Notice Date”). As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifteenth (15th) day after the date of the notice of the Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by Company shall prepare and file with the SEC, mailing the Proxy Statement ISA and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (subject the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to completion the Company in respect of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than the first Business Day following the fortieth (40th) day after the Notice Date. Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company shall include the Company Board’s recommendation that the holders of Company Shares approve this Agreement and the Merger (the “Company Board Recommendation”) and use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable after following its filing date. The Company shall not include in the date of mailing (but in Proxy Statement any event within thirty-five (35) days thereafter (subject to completion of any process information with respect to an Alternative Transaction Proposal that is then ongoing pursuant Parent or its Affiliates, unless the form and content thereof shall have been consented to Section 6.02)) of the Proxy Statement in writing by Parent prior to consider such inclusion and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent agrees to provide any such information required to be so included under applicable Law (not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (ii) for . Prior to the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Proxy Statement, unless the Company Board (or a committee thereof) has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to effected a Company Board Recommendation Change, the Company Shareholders Meeting or (ivx) if shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that the Company has provided a written notice shall have no obligation to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under include any such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except comments to the extent that the Company Board shall have effected a Company Adverse Recommendation Change determines in accordance good faith, in consultation with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)its counsel, (A) include that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting 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 are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company Recommendation and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC, ISA, Nasdaq or TASE, or their respective staff, as applicable (Bincluding all meetings and telephone conferences) use its reasonable best efforts relating to obtain this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company Shareholder Approvalshall, in accordance with the procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Affiliates (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of this Agreement, but in no event later than the Proxy Statement by fifth (5th) Business Day after the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02date hereof, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, of and convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) includingApproval, (aii) not more publish the notice of the Company Shareholder Meeting (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder). As soon as reasonably practicable following the date of this Agreement, but in no event later than five the fifteenth (515th) Business Days Day after the Proxy Statement has been cleared by date hereof, the SEC, mailing Company shall prepare and file with the Proxy Statement ISA and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (subject the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to completion the Company in respect of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ‎Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than 40 days after the publication of the notice regarding the Company Shareholders Meeting. Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation and a copy of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement and use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable after following its filing date. The Company shall not include in the date of mailing (but in Proxy Statement any event within thirty-five (35) days thereafter (subject to completion of any process information with respect to an Alternative Transaction Proposal that is then ongoing pursuant Parent or its Affiliates, unless the form and content thereof shall have been consented to Section 6.02)in writing by the Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law. Prior to the mailing of the Proxy Statement, unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement to consider and vote upon the adoption of this Agreement related correspondence and the Merger; filings, (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not shall have no obligation to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of include any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except comments to the extent that the Company Board shall have effected a Company Adverse Recommendation Change determines in accordance good faith, in consultation with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)its counsel, (A) include that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting 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 are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, the Company Recommendation and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC, ISA, Nasdaq or TASE, or their respective staff, as applicable (Bincluding all meetings and telephone conferences) use its reasonable best efforts relating to obtain this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company Shareholder Approvalshall, in accordance with the procedures set forth in this ‎Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Affiliates (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance of the Proxy Statement by after the SEC and confirms that it has no further comments on the completion of Schedule 13E-3 but in any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02event no later than five days after such confirmation, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval entitled to vote at the Shareholders’ Meeting (the “Company Shareholders MeetingRecord Date”) includingand shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Laws; and in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required by applicable Laws or stock exchange requirement, the Company shall, if possible, implement such adjournment or postponement or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned, postponed or delayed, (aii) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing mail or cause to be mailed the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form ‎6-K), including Shares represented by ADSs, as of the Record Date, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (iii) instruct the Depositary to (A) fix the Record Date as the record date established for determining the holders of ADSs who shall be entitled to give instructions for the Company Shareholders Meeting exercise of the voting rights pertaining to the Shares represented by ADSs (subject the “Record ADS Holders”), (B) provide all proxy solicitation materials to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) all Record ADS Holders and (bC) holding vote all Shares represented by ADSs in accordance with the Company Shareholders Meeting as promptly as practicable after the date instructions of mailing (but in any event within thirty-five (35) days thereafter (subject such corresponding Record ADS Holders. Subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02‎Section 6.02(b)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with , without the consent of Parent Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, are the only matters (not other than procedural matters) that shall be proposed to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed voted upon by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to at the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As promptly The Company shall, as soon as reasonably practicable following the clearance of after the Proxy Statement is cleared by the SEC and the completion of any process with respect for mailing to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the Company Board (as applicable’s shareholders in accordance with Section 5.3(a), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders the holders of the Company Shares (the “Company Shareholders’ Meeting”) for the purpose of obtaining seeking the Company Shareholder Approval Requisite Vote. The Company, through the Company Board, shall recommend to holders of the Company Shares that they vote in favor of the Company Merger so that the Company may obtain the Company Requisite Vote (the “Company Shareholders MeetingRecommendation”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for and the Company Shareholders Meeting (subject shall use reasonable best efforts to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding solicit the Company Shareholders Meeting as promptly as practicable after the date of mailing Requisite Vote (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed including by soliciting proxies from the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoingshareholders), Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on except in each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except case to the extent that the Company Board shall have effected a Company an Adverse Recommendation Change Change, as permitted by and determined in accordance with Section 6.02(e) or a Change of Recommendation in accordance 5.6. The Company shall keep Parent reasonably informed with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts respect to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except proxy solicitation results as provided in the immediately succeeding sentencereasonably requested by Parent. Unless this Agreement is validly terminated in accordance with its terms, the Company shall not submit to the vote of its shareholders any Company Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting after consultation with Parent (A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable amount of time in advance of a vote on the Company Merger or (B) if additional time is reasonably required to solicit proxies in favor of the approval of the Company Merger; provided, that, in the case of this clause (B), without the written consent of Parent, in no event shall the Company Shareholders’ Meeting (as so postponed or adjourned) be held on a date that is more than thirty (30) days after the date for which the Company Shareholders’ Meeting was originally scheduled. Unless this Agreement shall have been terminated in accordance with Article IXVII, the obligation of the Company shall establish a record date for, to duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board Shareholders’ Meeting and mail the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company’s shareholders shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company not be affected by an Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingChange.

Company Shareholders Meeting. As (a) Subject to Section 6.04(d), the Company shall, as promptly as reasonably practicable following the clearance of the Proxy Statement by after the SEC confirms that it has no further comments on the Schedule 13E-3 and in accordance with applicable Law and the completion Company’s memorandum and articles of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02association, the Company, acting through the Company Board (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval (entitled to vote at the “Company Shareholders Meeting”) includingshareholders’ meeting, (aii) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing mail or cause to be mailed the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Class A Shares represented by ADSs, as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding shareholders’ meeting, which meeting the Company Shareholders Meeting shall duly convene and cause to occur as promptly as reasonably practicable after following the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote (the “Shareholders’ Meeting”), for the purpose of voting upon the adoption approval of this Agreement and the Plan of Merger and approval of the Merger; provided that , and (iii) instruct or otherwise cause the Depositary to (A) fix the record date established by the Company for the Shareholders’ Meeting as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to Class A Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Class A Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Notwithstanding the foregoing, the Company may postpone or adjourn the Company Shareholders Shareholders’ Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, (ii) for if at the absence of time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorumquorum necessary to conduct business at the Shareholders’ Meeting, or (iii) to allow additional reasonable time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined (acting upon the recommendation of the Special Committee) in good faith after consultation with outside counsel is necessary under applicable Law Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As promptly (a) Subject to Section 5.2, the Company shall, as soon as reasonably practicable following the SEC’s clearance of the Company Proxy Statement by Statement, take all actions necessary in accordance with the SEC GBCC, applicable Law, its constituent documents and the completion rules of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the Company Board (as applicable), shall take all action necessary NYSE to establish a record date forfor (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be set), duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion for the purposes of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) considering and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote taking action upon the adoption of this Agreement and the Merger; provided that Merger and upon such other matters as may come before such meeting (including any adjournment or postponement thereof, the “Company Shareholders Meeting”). The Company in its sole discretion may adjourn or postpone or adjourn the Company Shareholders Meeting (i) with to the extent necessary to ensure that any required supplement or amendment to the Company Proxy Statement is provided to the Company Shareholders within a reasonable amount of time in advance of the Company Shareholders Meeting, (ii) if, as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Company Proxy Statement), there are insufficient Shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, (iii) for a single period not to exceed ten Business Days to solicit additional proxies if necessary to obtain the Company Shareholder Approval, or (iv) as required by applicable Law or a request from the SEC; provided, that without the prior written consent of Parent (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to in no event will the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reachedbe delayed by more than 30 calendar days. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone The record date of the Company Shareholders Meeting one (1) timeshall be selected by the Company after reasonable consultation with Parent. The Unless there has been a Company Recommendation Change, the Company shall (i) advise keep Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days apprised prior to the date of the Company Shareholders Meeting, Meeting as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of this Agreement but in no event later than the Proxy Statement by fifth (5th) Business Day after the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02date hereof, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice ofof and, as soon as reasonably practicable thereafter in conformity with this Section 7.3, convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval Approval, and (ii) publish the “notice of the Company Shareholders Meeting”) includingMeeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder). As soon as reasonably practicable following the date of this Agreement but in no event later than the fifteenth (a) not more than five (515th) Business Days Day after the Proxy Statement has been cleared by date hereof, the SEC, mailing the Proxy Statement Company shall prepare and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (subject the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to completion the Company in respect of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting pursuant to the applicable Law, including the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ARTICLE IX or as Parent and the Company may otherwise agree, the Company Shareholders Meetings shall be held no later than 40 days after the publication of the notices regarding the Company Shareholders Meetings. Unless the Company Board has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and use its reasonable best efforts to cause the Proxy Statement to be mailed or made available to the shareholders of the Company as promptly as practicable after following its filing date. Prior to the date mailing of mailing the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, the Company (but in x) shall provide Parent with a reasonable opportunity to review and comment on any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) drafts of the Proxy Statement and related correspondence and filings, and (y) shall not unreasonably refuse to consider include in such drafts, correspondence and vote upon the adoption of this Agreement and the Merger; filings all comments reasonably proposed by Parent, provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not shall have no obligation to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of include any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except comments to the extent that the Company Board shall have effected a Company Adverse Recommendation Change determines in accordance good faith, in consultation with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)its counsel, (A) include that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting 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 are made, not misleading. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company Recommendation shall, in accordance with the procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and (B) use its reasonable best efforts to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. Notwithstanding the foregoing provisions of this Section 7.3(a), if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Shareholder Approval, whether or not a quorum is present, the Company shall have the right to make one or more successive postponements or adjournments of the Company Shareholders Meeting; provided that the Company Shareholders Meeting is not postponed or adjourned to a date that is in the aggregate more than thirty (30) days after the date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to the extent required under applicable Law to ensure that any required supplement or amendment to the Proxy Statement is provided or made available to the Company Shareholders or to permit dissemination of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Affiliates (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. As (a) The Company shall, as promptly as reasonably practicable following after the clearance of date the Proxy Registration Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02declared effective, the Company, acting through the Company Board (as applicable), shall take all action necessary necessary, including as required by and in accordance with the WBCL, the Restated Articles of Incorporation of the Company and the Bylaws of the Company to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval Shareholders (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the purpose of obtaining the requisite approval of its shareholders (the “Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) Shareholder Approval”). The Company and (b) holding the Company Shareholders Meeting as promptly as practicable after Board will use their reasonable best efforts to obtain from its shareholders the date votes in favor of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement required by the WBCL and the Merger; provided otherwise, including by recommending that the Company may postpone or adjourn Shareholders vote in favor of this Agreement, and the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental will not withdraw, qualify or amended disclosure adversely modify (or publicly propose or resolve to be disseminated and reviewed by withdraw, qualify or adversely modify) the CompanyCompany Board’s shareholders prior recommendation to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone that the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each vote in favor of the last ten adoption and approval of this Agreement (10) Business Days an “Adverse Recommendation”). However, if, prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to time the Company Shareholder Approval is obtained, the Company Board, after consultation with its financial advisor and outside counsel, determines in good faith that (i) (A) an Acquisition Proposal constitutes a Superior Proposal or (B) a change or effect has occurred following the date hereof, and (ii) except in each case it is reasonably likely that to continue to recommend this Agreement to its shareholders in light of such Acquisition Proposal or change or effect would result in a violation of its fiduciary duties under the extent that WBCL, then, in submitting this Agreement at the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shallBoard may make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended); provided, through that the Company Board may not take any actions under this sentence unless (i) it gives Buyer at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Company Board in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any committee amendment or modification thereof, make or, in the event such action is taken by the Company RecommendationBoard in response to a change or effect of the type referred to above not involving an Acquisition Proposal, except as provided a description in reasonable detail such other change or effect) and (ii) at the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IXend of such notice period, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit Board takes into account any amendment or modification to this Agreement proposed by Buyer and the Company Board, after consultation with its financial advisor and outside counsel, determines in good faith that (A) in the case of an Acquisition Proposal, the Acquisition Proposal continues to constitute a Superior Proposal and (B) it remains reasonably likely that to continue to recommend this Agreement (as it may be proposed to be amended) to its shareholders even if in light of such Acquisition Proposal or change or effect would result in a violation of its fiduciary duties under the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced WBCL. Any material amendment to any intention to do so. The Company shall in no event propose, recommend or allow Acquisition Proposal will be deemed to be included at such Company Shareholders Meeting a proposal new Acquisition Proposal for the shareholders purposes of this Section 5.5 and will require a new notice period as referred to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingin this Section 5.5.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance of the Proxy Statement by after the SEC and confirms that it has no further comments on the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Schedule 13E-3, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval entitled to vote at the Shareholders’ Meeting (the “Company Shareholders MeetingRecord Date”) includingand shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided that, in the event that the date of the Shareholders’ Meeting as originally called is adjourned or otherwise delayed in accordance with this Agreement, the Company may establish a new Record Date for the Shareholders’ Meeting, as adjourned or delayed, without the prior written consent of Parent, (aii) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing mail or cause to be mailed the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the record date established for Record Date, which meeting the Company Shareholders Meeting (subject shall duly convene and cause to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding be held as soon as reasonably practicable following the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote Statement, for the purpose of voting upon the adoption authorization and approval of this Agreement Agreement, the Plan of Merger and the Transactions, including the Merger; provided that , and (iii) instruct the Company may postpone or adjourn Depositary to (A) fix the Company Shareholders Meeting Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (ithe “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of Parent Parent, authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (not other than procedural matters) that shall be proposed to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed voted upon by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to at the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As promptly as (a) Subject to Section 6.04(e), the Company shall take, at the earliest reasonably practicable following the clearance of the Proxy Statement by date after the SEC and confirms that it has no further comments on the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Schedule 13E-3, the Company, acting through the Company Board (as applicable), shall take all action actions reasonably necessary to (i) establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared as soon as reasonable following such confirmation by the SEC) for determining shareholders of the Company entitled to vote at the shareholders’ meeting, mailing (ii) mail or cause to be mailed (as soon as reasonably possible after such confirmation by the SEC) the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding shareholders’ meeting, which meeting the Company Shareholders Meeting as promptly as practicable after shall duly convene and cause to occur on or around the date of forty-fifth (45th) calendar day (or, if such calendar day is not a Business Day, the first Business Day subsequent to such calendar day) immediately following the mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement (the “Shareholders’ Meeting”), for the purpose of approving this Agreement and the Plan of Merger (including the Merger), and (iii) instruct or otherwise cause the Depositary to consider (A) fix the record date established by the Company for the Shareholders’ Meeting as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote upon all Shares represented by ADSs in accordance with the adoption instructions of such corresponding Record ADS Holders. Unless otherwise agreed in writing by the Parent Parties, approval of this Agreement and the Merger; provided Plan of Merger (including the Merger and all ancillary matters incidental thereto) shall be the only matters (other than procedural matters) that may be proposed and voted upon by the shareholders of the Company at the Shareholders’ Meeting. Notwithstanding the foregoing, the Company may, and the Parent Parties may request that the Company may Company, postpone or adjourn the Company Shareholders Shareholders’ Meeting (i) with if at the consent of Parent time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (not either in person or by proxy) to be unreasonably withheldconstitute a quorum necessary to conduct business at the Shareholders’ Meeting, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional reasonable time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined (acting at the direction of the Special Committee) in good faith after consultation with outside counsel is necessary or advisable under applicable Law Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02this Agreement, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, of and convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval Approval, and (ii) publish the “notice of the Company Shareholders Meeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder). Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the adoption of this Agreement and all transactions contemplated thereby and (ii) the Director Proposal shall be the only matters (other than procedural matters) which the Company shall propose to be acted on by the shareholders at the Company Shareholders Meeting”) including, . As soon as reasonably practicable following the date of this Agreement (a) not more than five and in any event within fifteen (515) Business Days after Days), the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement Company shall prepare and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (subject the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to completion the Company in respect of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting pursuant to the applicable Law, including the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ‎‎ARTICLE IX or as Parent and the Company may otherwise agree, the Company Shareholders Meetings shall be held no later than 45 days after the publication of the notices regarding the Company Shareholders Meetings. Unless the Company Board has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement and use its reasonable best efforts to cause the Proxy Statement to be mailed or made available to the shareholders of the Company as promptly as practicable after following its filing date. Prior to the date mailing of mailing the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, the Company (but in x) shall provide Parent with a reasonable opportunity to review and comment on any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) drafts of the Proxy Statement and related correspondence and filings, and (y) shall not unreasonably refuse to consider include in such drafts, correspondence and vote upon the adoption of this Agreement and the Merger; filings all comments reasonably proposed by Parent, provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not shall have no obligation to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of include any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except comments to the extent that the Company Board shall have effected a Company Adverse Recommendation Change determines in accordance good faith, in consultation with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)its outside counsel, (A) include that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting 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 are made, not misleading. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company Recommendation shall, in accordance with the procedures set forth in this ‎‎Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and (B) use its reasonable best efforts to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. Notwithstanding the foregoing provisions of this ‎Section 7.3(a), if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Shareholder Approval, whether or not a quorum is present, the Company shall have the right to make one or more successive postponements or adjournments of the Company Shareholders Meeting; provided that the Company Shareholders Meeting is not postponed or adjourned to a date that is in the aggregate more than twenty (20) days after the date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to the extent required under applicable Law to ensure that any required supplement or amendment to the Proxy Statement is provided or made available to the Company Shareholders or to permit dissemination of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Affiliates (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance (a) The Company and its board of the Proxy Statement by the SEC directors shall take, in accordance with applicable Law and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Company’s charter and bylaws, the Company, acting through the Company Board (as applicable), shall take all action actions necessary to establish a record date for, duly call, give notice of, convene convene, and hold hold, as promptly as reasonably practicable after the date on which the Registration Statement becomes effective under the Securities Act, a meeting of its the Company’s shareholders (including any and all adjournments or postponements thereof, the “Company Meeting”) for the purpose of obtaining the Company’s shareholders considering and voting on approval of this Agreement and any other matters required to be approved by the Company’s shareholders in order to consummate the transactions contemplated by this Agreement, as well as, if mutually agreed upon by the Parties, any other matters of the type customarily brought before a meeting of shareholders to approve an agreement such as this Agreement. The Company shall ensure that any applicable pass-through voting requirements under the First Advantage Bank Employee Stock Ownership Plan and Trust are satisfied in connection with such Company Meeting. Except with the prior approval of Reliant (which will not be unreasonably withheld), no other matters shall be submitted for consideration by or the approval of the Company’s shareholders at the Company Shareholder Approval (the “Company Shareholders Meeting”) including. Subject to Section 7.7(b), (ai) not more than five (5) Business Days after the Proxy Statement has been cleared by Company and its board of directors shall at all times prior to and during the SEC, mailing the Proxy Statement Company Meeting recommend to the holders of Company Common Stock as of Company’s shareholders the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption approval of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not transactions contemplated hereby and shall take all reasonable and lawful action to be unreasonably withheld, delayed or conditioned), solicit and obtain such approval and (ii) neither the Company nor its board of directors shall withdraw, modify, or qualify in any manner adverse to Reliant its recommendation that the Company’s shareholders approve this Agreement and the transactions contemplated hereby, or take any other action or make any other public statement inconsistent with such recommendation (any of the prohibited actions prohibited by this clause (ii) being referred to as a “Company Change of Recommendation”). Notwithstanding any Company Change of Recommendation, unless this Agreement has been terminated, the Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of the Company at the Company Meeting for the absence purpose of a quorum, (iii) to allow additional time for the preparation, filing Company’s shareholders considering and mailing voting on approval of this Agreement and any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure other matters required to be disseminated and reviewed approved by the Company’s shareholders prior in order to consummate the transactions contemplated by this Agreement. Additionally, neither the Company Shareholders Meeting or (iv) if nor the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it Bank shall submit this Agreement to or for a vote of its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced shareholder(s) any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Acquisition Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. As promptly soon as reasonably practicable following the clearance of the Proxy Statement by after the SEC and confirms that it has no further comments on the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Schedule 13E-3, the Company, acting through the Company Board (as applicable), shall take all action necessary actions in accordance with applicable Law, the Company Organizational Documents and the rules of the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (including any adjournment, recess, reconvening or postponement thereof, the “Company Shareholders Meeting”) includingfor the purpose of obtaining the Required Shareholder Approvals (it being understood that, (a) not more than five (5) Business Days after unless this Agreement is terminated in accordance with its terms, the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement requirement to the holders of Company Common Stock as of the record date established for hold the Company Shareholders Meeting (subject to completion of shall not be affected by any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant Adverse Recommendation Change). Subject to Section 6.02) and (b) holding 5.02, the Company shall use its reasonable best efforts to obtain the Required Shareholder Approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn, recess, reconvene or postpone the Company Shareholders Meeting as promptly as practicable if, after consultation with Parent, the date of mailing Company reasonably believes that (but in i) such adjournment, recess, reconvening or postponement is necessary to ensure that any event within thirty-five (35) days thereafter (subject required supplement or amendment to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement or Schedule 13E-3 (as determined after consultation with its outside counsel) is provided to consider and vote upon the adoption Company’s shareholders within a reasonable amount of this Agreement and the Merger; provided that time in advance of the Company may postpone or adjourn Shareholders Meeting, (ii) as of the time for which the Company Shareholders Meeting is originally scheduled (ias set forth in the Proxy Statement), (A) there will be an insufficient number 49 of Common Shares or Preference Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (B) there will be an insufficient number of proxies to obtain the Required Shareholder Approvals or (iii) such adjournment, recess, reconvening or postponement is required by applicable Law or a court or other Governmental Authority of competent jurisdiction in connection with any Actions in connection with this Agreement or the Transactions or has been requested by the SEC or its staff; provided, that, in the case of clause (ii) above, the Company Shareholders Meeting shall not be adjourned, recessed or postponed to a date that is more than 30 days after the date on which the Company Shareholders Meeting was originally scheduled without the prior written consent of Parent (not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise keep Parent as Parent may and its Representatives reasonably request, and at least on a daily basis on each apprised following the mailing of the last ten (10) Business Days Proxy Statement and prior to the date of the Company Shareholders Meeting, Meeting (and any reconvening thereof) as to the aggregate tally of the proxies received by the Company with respect to the Company Required Shareholder Approval Approvals and (ii) except whether such proxies have been voted affirmatively or negatively with respect to each of the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow proposals to be included presented at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following Subject to Applicable Law, the clearance rules and regulations of the Proxy Statement by the SEC Nasdaq and the completion Company’s certificate of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02incorporation and bylaws, the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record Table of Contents date for, duly call, give notice of, convene and hold a meeting of its the shareholders of the Company (the “Company Shareholders’ Meeting”) as soon as reasonably practicable following the date the Form S-4 is declared effective by the SEC (and in no event later than forty five (45) days after the commencement of the mailing of the Proxy Statement/Prospectus to the Company’s shareholders) for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote voting upon the adoption of this Agreement and in accordance with Delaware Law. Notwithstanding the Merger; provided that foregoing, (a) if, on the day immediately preceding the date for which the Company Shareholders’ Meeting is scheduled, (1) there are insufficient shares of the Company Common Stock necessary to conduct business at the Company Shareholders’ Meeting, or (2) the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Shareholder Approval, the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to extend the date of the Company Shareholders MeetingShareholders’ Meeting to the extent (and only to the extent) the Company determines in good faith that such delay is reasonably necessary in order to conduct business at the Company Shareholders’ Meeting or obtain proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Shareholder Approval, as applicable, (b) the Company may delay the Company Shareholders’ Meeting to the aggregate tally of extent (and only to the proxies received extent) the Company determines in good faith that such delay is required by Applicable Law, including to comply with comments made by the Company SEC with respect to the Proxy Statement/Prospectus or the Form S-4, (c) the Company Shareholder Approval and may delay the Company Shareholders’ Meeting to ensure that any supplement or amendment to the Proxy Statement/Prospectus required under Applicable Law is timely provided to the shareholders of the Company within a reasonable amount of time, in the good faith judgment of the Company (iiafter consultation with its outside counsel), in advance of the Company Shareholders’ Meeting, and/or (d) except the Company may delay the Company Shareholders’ Meeting to the extent that (and only to the extent) Parent provides its prior written consent or Parent requests such an extension. Subject to Section 6.1 and Section 6.2, the Company Board shall have effected a solicit from shareholders of the Company Adverse Recommendation Change proxies in favor of the adoption of this Agreement in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation Delaware Law and (B) shall use its reasonable best efforts to obtain secure the Requisite Shareholder Approval at the Company Shareholder Approval. At such Company Shareholders Shareholders’ Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly earlier terminated in accordance with pursuant to Article IXVIII, the Company shall establish a record date for, duly call, give notice of, convene and hold a the Company Shareholders Shareholders’ Meeting at which it shall submit in accordance with this Agreement to its shareholders even if Section 6.3, whether or not (i) the Company Board at any time subsequent to the date hereof shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Board Recommendation Change or Change otherwise shall determine that this Agreement is no longer advisable or recommends that shareholders of Recommendation the Company reject it or proposed (ii) there occurs the commencement, disclosure, announcement or announced submission to the Company of any intention to do soAcquisition Proposal. The Company agrees that it shall in no event propose, recommend not submit to the vote of the shareholders of the Company any Acquisition Proposal (whether or allow not a Superior Proposal) prior to be included the vote of the Company’s shareholders with respect to the adoption of this Agreement at the Company Shareholders’ Meeting. The notice of such Company Shareholders Shareholders’ Meeting shall state that a proposal for resolution to adopt this Agreement, a non-binding, advisory resolution to approve the shareholders compensation that may become payable to act on any Alternative Transaction Proposal or Superior Proposalthe Company’s named executive officers in connection with the Merger, and a resolution to adjourn the Company shall not permit Shareholders’ Meeting will be considered at the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the The Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Shareholders’ Meeting as promptly as practicable after the date the Registration Statement is declared effective under the Securities Act (except as provided in this Section 5.04) for the purpose of mailing voting on the approval and adoption of the Scheme in accordance with applicable Law, and shall use its reasonable best efforts to cause the Company Shareholders’ Meeting to be scheduled on the same date as the Parent Stockholders’ Meeting. In connection with the Company Shareholders’ Meeting, the Company shall (but in any event within thirty-five (35i) days thereafter (subject to completion Section 5.02(b), recommend approval and adoption of the Scheme by the Company’s shareholders in the Scheme Circular and (ii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 5.02(b), regardless of whether there has been a Company Adverse Recommendation Change, the Company will use its best efforts to solicit from its shareholders proxies in favor of the adoption of the Scheme and take all other actions reasonably necessary or advisable to secure the approval and adoption of the Scheme by the Company’s shareholders, provided that nothing in this Section 5.04 shall prohibit the Company Independent Board or any process committee thereof from making a Company Adverse Recommendation Change in compliance with this Agreement. The Company shall keep Parent and Merger Sub reasonably updated with respect to an Alternative Transaction Proposal that is then ongoing pursuant proxy solicitation results as reasonably requested by Parent or Merger Sub, and shall direct its proxy soliciting agent (if applicable) to Section 6.02provide Parent and its Representatives with the results of all proxy tabulations provided by such proxy soliciting agent (if applicable) to the Company. The Company shall not, without the prior written consent of Parent (not to be unreasonably, withheld, delayed or conditioned)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that , adjourn or postpone the Company may postpone or adjourn Shareholders’ Meeting; provided, however, the Company Shareholders Meeting shall have the right to adjourn or postpone the Company Shareholders’ Meeting: (i) after consultation with Parent, for not more than two (2) periods not to exceed ten (10) Business Days each if on the date on which the Company Shareholders’ Meeting is then scheduled, the Company has not received proxies representing a sufficient number of Company Ordinary Shares to obtain the Company Shareholder Approval; (ii) if on the date on which the Company Shareholders’ Meeting is then scheduled, there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting; (iii) if an unresolved Company Failure Notice or unresolved Parent Failure Notice remains outstanding; or (iv) after consultation with Parent, if the failure to adjourn or postpone the Company Shareholders’ Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required amendment or supplement to the Scheme Circular to be timely provided to the holders of Company Ordinary Shares. Once the Company has established a record date for the Company Shareholders’ Meeting, the Company shall not change such record date or establish a different record date for the Company Shareholders’ Meeting without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) unless required to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under do so by applicable Law or the Company’s organizational documents. Without the prior written consent of Parent, the approval of the Scheme shall be the only matter (other than matters of procedure and for such supplemental or amended disclosure matters required by applicable Law to be disseminated and reviewed voted on by the Company’s shareholders prior in connection with the approval of the Scheme) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholders’ Meeting. Regardless of whether there is a Company Adverse Recommendation Change, the Company Shareholders’ Meeting shall be held in accordance with the terms hereof unless this Agreement is terminated in accordance with Article 9. Notwithstanding anything in Section 5.02 or this Section 5.04 to the Company Shareholders Meeting or (iv) if contrary, the Company has provided a written notice to Parent pursuant to may seek the approval described in Section 6.02(e2.05(k) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require at the Company to adjourn or postpone the Company Shareholders Shareholders’ Meeting one (1) time. The Company shall or, either (i) advise Parent as Parent may reasonably requestin the Company’s sole discretion, and at least on a daily basis on each of the last ten (10) Business Days prior to the date separate meeting of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and or (ii) except to by written consent without holding a meeting in compliance with applicable Law and the extent that the Company Board shall have effected Company’s organizational documents) if a Company Adverse Recommendation Change in accordance with has been made pursuant to Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f2.06(g), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC (a) The Company will take, in accordance with applicable Law and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02its Charter and bylaws, the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose holders of obtaining the Company Shareholder Approval Shares (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal SEC confirms that is then ongoing pursuant to Section 6.02)) of it has no further comments on the Proxy Statement Statement, to consider and vote upon the adoption of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the Merger; provided that extent required by Law or pursuant to this Section 6.4(a). Notwithstanding anything to the contrary in this Agreement, the Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Shareholders Meeting (i) for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements in the aggregate shall be for a period of no more than twenty Business Days). In addition, the Company may adjourn, recess or postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which if the Company Board has determined determines, in consultation with Parent, an amendment or supplement to the Proxy Statement is necessary under required by applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to (in which case the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior be adjourned to the date extent necessary to ensure that such required amendment or supplement is provided to the Company’s stockholders for the amount of time required by Law in advance of the Company Shareholders Meeting, as ) and (iii) to a date no later than the aggregate tally second Business Day following the expiration of the proxies received any three or two Business Day period following written notice provided by the Company to Parent in accordance with respect the proviso of Section 6.2(f) regarding an intent to the Company Shareholder Approval and (ii) except make a Change of Recommendation. Subject to the extent that Section 6.2(f), the Company Board shall have effected a include the Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts shall take all lawful action to obtain the Requisite Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingVote.

Company Shareholders Meeting. As promptly soon as reasonably practicable following after the clearance of SEC clears the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Statement, the Company, acting through the Company Board (as applicable)of Directors, shall take all action necessary actions in accordance with applicable law, the Company Articles of Incorporation, the Company Bylaws and the rules of The NASDAQ Stock Market ("NASDAQ") to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly soon as practicable after the date of mailing (but in any event within thirty-five on or around the twentieth (3520th) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) Business Day following the mailing of the Proxy Statement to consider Statement) the Company Shareholders Meeting for the purpose of considering and vote voting upon the adoption approval of this Agreement and the Plan of Merger; provided that . Subject to the right of the Company Board of Directors to make an Adverse Recommendation Change under certain circumstances as specified in Section 5.6(b), to the fullest extent permitted by applicable Law, (i) the Company Board of Directors shall recommend approval of this Agreement, the Plan of Merger and the Merger by the Company Shareholders (the "Recommendation") and include such Recommendation in the Proxy Statement and (ii) neither the Company Board of Directors nor any committee thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify in a manner adverse to Parent, the Recommendation. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Board of Directors to make an Adverse Recommendation Change under certain circumstances as specified in Section 5.6(b), take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Plan of Merger and the Merger and shall take all other action necessary or advisable to secure the Company Required Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone or adjourn the Company Shareholders Meeting (i) after consultation with Parent, solely to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Company Shareholders or (ii) with the consent of Parent (such consent not to be unreasonably withheld), if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock or Company Preferred Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting; provided, however, that (A) the Company Shareholders Meeting shall in no event be adjourned or postponed pursuant to clause (i) and (ii) of this sentence to a date that is more than 30 calendar days after the date on which the Company Shareholders Meeting was (or was required to be) originally scheduled without the prior written consent of Parent (solely with respect to clause (i), such consent not to be unreasonably withheld, delayed conditioned or conditioned), (iidelayed) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingchanged without Parent's prior written consent.

Company Shareholders Meeting. As promptly as reasonably practicable following Subject to Applicable Law, the clearance rules and regulations of the Proxy Statement by the SEC Nasdaq and the completion Company’s certificate of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02incorporation and bylaws, the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its the shareholders of the Company (the “Company Shareholders’ Meeting”) as soon as reasonably practicable following the date the Form S-4 is declared effective by the SEC (and in no event later than forty five (45) days after the commencement of the mailing of the Proxy Statement/Prospectus to the Company’s shareholders) for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote voting upon the adoption of this Agreement and in accordance with Delaware Law. Notwithstanding the Merger; provided that foregoing, (a) if, on the day immediately preceding the date for which the Company Shareholders’ Meeting is scheduled, (1) there are insufficient shares of the Company Common Stock necessary to conduct business at the Company Shareholders’ Meeting, or (2) the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Shareholder Approval, the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to extend the date of the Company Shareholders MeetingShareholders’ Meeting to the extent (and only to the extent) the Company determines in good faith that such delay is reasonably necessary in order to conduct business at the Company Shareholders’ Meeting or obtain proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Shareholder Approval, as applicable, (b) the Company may delay the Company Shareholders’ Meeting to the aggregate tally of extent (and only to the proxies received extent) the Company determines in good faith that such delay is required by Applicable Law, including to comply with comments made by the Company SEC with respect to the Proxy Statement/Prospectus or the Form S-4, (c) the Company Shareholder Approval and may delay the Company Shareholders’ Meeting to ensure that any supplement or amendment to the Proxy Statement/Prospectus required under Applicable Law is timely provided to the shareholders of the Company within a reasonable amount of time, in the good faith judgment of the Company (iiafter consultation with its outside counsel), in advance of the Company Shareholders’ Meeting, and/or (d) except the Company may delay the Company Shareholders’ Meeting to the extent that (and only to the extent) Parent provides its prior written consent or Parent requests such an extension. Subject to Section 6.1 and Section 6.2, the Company Board shall have effected a solicit from shareholders of the Company Adverse Recommendation Change proxies in favor of the adoption of this Agreement in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation Delaware Law and (B) shall use its reasonable best efforts to obtain secure the Requisite Shareholder Approval at the Company Shareholder Approval. At such Company Shareholders Shareholders’ Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly earlier terminated in accordance with pursuant to Article IXVIII, the Company shall establish a record date for, duly call, give notice of, convene and hold a the Company Shareholders Shareholders’ Meeting at which it shall submit in accordance with this Agreement to its shareholders even if Section 6.3, whether or not (i) the Company Board at any time subsequent to the date hereof shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Board Recommendation Change or Change otherwise shall determine that this Agreement is no longer advisable or recommends that shareholders of Recommendation the Company reject it or proposed (ii) there occurs the commencement, disclosure, announcement or announced submission to the Company of any intention to do soAcquisition Proposal. The Company agrees that it shall in no event propose, recommend not submit to the vote of the shareholders of the Company any Acquisition Proposal (whether or allow not a Superior Proposal) prior to be included the vote of the Company’s shareholders with respect to the adoption of this Agreement at the Company Shareholders’ Meeting. The notice of such Company Shareholders Shareholders’ Meeting shall state that a proposal for resolution to adopt this Agreement, a non-binding, advisory resolution to approve the shareholders compensation that may become payable to act on any Alternative Transaction Proposal or Superior Proposalthe Company’s named executive officers in connection with the Merger, and a resolution to adjourn the Company shall not permit Shareholders’ Meeting will be considered at the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As (a) The Company agrees, promptly as reasonably practicable following after the clearance of the Proxy Statement by the SEC and the completion of any process with respect date hereof, to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the Company Board (as applicable), shall take all action necessary in accordance with the laws of the Cayman Islands and the Company's Organizational Documents to establish convene a record date formeeting of the shareholders of the Company (the "Company Shareholders' Meeting") to consider approval and adoption of this Agreement and the transactions contemplated herein. The Company will use reasonable efforts to solicit from its shareholders proxies in favor of approval and adoption of this Agreement and the transactions contemplated herein and will take all other action necessary or advisable to secure the vote or consent of its shareholders as required by the law of the Cayman Islands and the Company Organizational Documents. Notwithstanding anything to the contrary contained in this Agreement, duly the Company may adjourn or postpone the Company Shareholders' Meeting, but only to the extent necessary to ensure that any necessary supplement or amendment to any proxy statement provided to the shareholders of the Company in advance of a vote on the approval and adoption of this Agreement and the transactions contemplated herein or, if as of the time for which Company Shareholders' Meeting is originally scheduled (as set forth in the Company Proxy Statement) there are insufficient shares of capital stock of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders' Meeting. The Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Shareholders' Meeting are solicited, in compliance with the law of the Caymans Islands, the Company Organizational Documents, and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”Shareholders' Meeting in accordance with this Section 5.12(a) including, (a) shall not more than five (5) Business Days after the Proxy Statement has been cleared be limited to or otherwise affected by the SECcommencement, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone disclosure, announcement or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior submission to the Company Shareholders Meeting or (iv) if the any Company has provided Shareholder of any acquisition proposal by a written notice to Parent pursuant to Section 6.02(e) third party, or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoingby any withdrawal, Parent may require the Company to adjourn amendment or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each modification of the last ten (10) Business Days prior to the date recommendation of the Company Shareholders Meeting, as to the aggregate tally Board of the proxies received by Directors of the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, or the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingtransactions contemplated hereby.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (A) The Company Board (as applicable), shall take all action necessary under all applicable Legal Requirements to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of (the record date established for the Company Shareholders Meeting (subject "COMPANY SHAREHOLDERS' MEETING") to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider consider, act upon and vote upon the adoption of this Agreement and approval of the Merger. The Company Shareholders' Meeting will be held as promptly as practicable and in any event within forty-five (45) days after the S-4 Registration Statement is declared effective under the Securities Act; provided PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained in this Agreement, the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Shareholders' Meeting one to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/ Prospectus is provided to the Company's shareholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Shareholders' Meeting is originally scheduled (1as set forth in the Joint Proxy Statement/Prospectus) timethere are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Shareholders' Meeting. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent ensure that the Company Board shall have effected a Company Adverse Recommendation Change Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in accordance connection with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts Shareholders' Meeting are solicited, in compliance with all applicable Legal Requirements. The Company's obligation to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board Shareholders' Meeting in accordance with this Section 5.2(a) shall have withdrawn, modified or qualified its recommendation thereof not be limited or otherwise effected a affected by the commencement, disclosure, announcement or submission to the Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Acquisition Proposal, and or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger. (B) Subject to Section 5.2(c): (i) the Board of Directors of the Company shall not permit unanimously recommend that the Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders' Meeting; (ii) the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose any business or resolve to be transacted at such Company Shareholders Meeting.30

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of this Agreement, but in no event later than the Proxy Statement by fifth (5th) Business Day after the SEC date hereof, the Company shall, as required under the ICL, the Israeli Securities Law and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02regulations promulgated thereunder, the Company, acting through the Company Board (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold of a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval and (ii) publish and file with the ISA such notice of the Company Shareholder Meeting which shall include a transaction report as well as a proxy card (Ktav Hatzbaa) (such notice, transaction report and proxy card, collectively, shall be referred to herein as the “Transaction Report”). Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change in accordance with this Agreement, the Company shall include the Company Board Recommendation and the content of any fairness opinion obtained by the Company Board in connection with the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Transaction Report. The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting”Meeting pursuant to the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meeting shall be held no later than forty (40) including, (a) not more than five (5) Business Days days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as publication of the record date established for notice regarding the Company Shareholders Meeting (subject to completion any postponement that may be required in order to comply with any comments or instructions of the ISA or any process other Governmental Authority). The Company shall not include in the Transaction Report any information with respect to an Alternative Transaction Proposal Parent or its Affiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law, provided that is then ongoing pursuant such consent shall not be unreasonably withheld or delayed, it being agreed that any failure by Parent to Section 6.02) and (b) holding respond to such request by the Company Shareholders Meeting for more than a period of three (3) days, shall be deemed as promptly as practicable after consent by Parent to such inclusion. Prior to the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) filing of the Proxy Statement Transaction Report, unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change in accordance with this Agreement, the Company shall provide Parent with a reasonable opportunity to consider review and vote upon comment on any drafts of the adoption of this Agreement Transaction Report and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably acceptable to the Merger; Company, provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not shall have no obligation to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of include any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except comments to the extent that the Company Board determines in good faith, in consultation with its counsel, that including such comments would result in the Transaction Report containing an untrue statement of a material fact or omitting 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 are made, not misleading (it being understood that the final form and content of any such correspondence and filings shall have effected a be at the final discretion of the Company) and (z) to the extent practicable and not prohibited under applicable Law or inconsistent with the ISA or TASE practice, the Company Adverse Recommendation Change and its outside counsel shall permit Parent and its outside counsel to participate in accordance all communications, if any, with Section 6.02(ethe ISA or TASE, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a Change of Recommendation in accordance with Section 6.02(f)supplement to the Transaction Report, (A) include in such party shall inform the Proxy Statement the Company Recommendation others thereof and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IXthe procedures set forth in this Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if interest in the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingShares so voted.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (i) The Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting the Shareholders’ Meeting as soon as practicable (and in any event within forty-five (45) days) following the date of its shareholders this Agreement for the purpose of obtaining approving and authorizing this Agreement, the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders Plan of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement Merger and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline transactions contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received hereby by the Company with respect shareholders. Subject to Section 6.04, the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Requisite Company Shareholder ApprovalVote. At such The Company Shareholders Meeting, may adjourn the Company shall, through Shareholders’ Meeting only with the Company Board or any committee thereof, make consent and/or on the Company Recommendation, except as provided in direction of the immediately succeeding sentence. Unless this Agreement is validly terminated Shareholders’ Meeting in accordance with Article IXthe memorandum and articles of association of the Company (i) after consultation with Parent, to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required to be made pursuant to Section 6.01(a) is provided to the Company’s shareholders within a reasonable amount of time in advance of the Shareholders’ Meeting, (ii) if such adjournment is necessary and desirable to obtain the Requisite Company Vote, (iii) if the Company has received a bona fide proposal or offer regarding a Competing Transaction that constitutes or would reasonably be expected to result in a Superior Proposal and is engaged in negotiations or discussions with the person who made such proposal or offer or (iv) if as of the time for which the Shareholders’ Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting; provided that the Shareholders’ Meeting may not be adjourned to a date later than the date that is forty-five (45) days after the date for which the Shareholders’ Meeting was originally scheduled in the Proxy Statement first mailed to the shareholders of the Company. If the date of the Shareholders’ Meeting or the matters to be considered for approval at the Shareholders’ Meeting are changed from the information set forth in the Proxy Statement following the delivery of the Proxy Statement to the shareholders, the Company shall establish a record date for, duly call, give as promptly as reasonably practicable deliver notice of, convene of any such changes if and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the extent required under applicable Law and the memorandum and articles of association of the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingcompliance with Section 6.01(a).

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (a) The Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting the Shareholders’ Meeting as soon as practicable following the date of its shareholders this Agreement for the purpose of obtaining approving and authorizing this Agreement, the Plan of Merger and the transactions contemplated hereby by the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Mergershareholders; provided that the Company may postpone or adjourn shall not be required to hold the Shareholders’ Meeting until after the Controlling Shareholder has obtained the V1 Shareholders’ Approval. Subject to Section 6.04, the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Requisite Company Shareholder ApprovalVote. At such The Company Shareholders may adjourn the Shareholders’ Meeting (i) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders within a reasonable amount of time in advance of the Shareholders’ Meeting, (ii) if in the good faith judgment of the Company shallBoard, through after consultation with its outside legal counsel, a failure to effect such adjournment would be reasonably likely to constitute a breach of the Company Board Board’s fiduciary duties under applicable Law; (ii) such adjournment is desirable to obtain the Requisite Company Vote, or any committee thereof, make (iii) if as of the Company Recommendation, except time for which the Shareholders’ Meeting is scheduled as provided set forth in the immediately succeeding sentenceProxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting. Unless this Agreement is validly terminated If the date of the Shareholders’ Meeting or the matters to be considered for approval at the Shareholders’ Meeting are changed from the information set forth in accordance with Article IXthe Proxy Statement following the delivery of the Proxy Statement to the shareholders, the Company shall establish a record date for, duly call, give as promptly as reasonably practicable deliver notice of, convene of any such changes if and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, extent required under applicable Law and the Company shall not permit memorandum and articles of association of the shareholders to propose any business to be transacted at such Company Shareholders MeetingCompany.

Company Shareholders Meeting. As (a) Subject to Section 6.04(a), the Company shall, as promptly as reasonably practicable following the clearance of the Proxy Statement by after the SEC confirms that it has no further comments on the Schedule 13E-3 and in accordance with applicable Law and the completion Company’s memorandum and articles of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02association, the Company, acting through the Company Board (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval (entitled to vote at the “Company Shareholders Shareholders’ Meeting”) including, (aii) not more than five mail or cause to be mailed (5any in any event within twenty (20) Business Days after the Proxy Statement has been cleared days following such confirmation by the SEC, mailing ) the Proxy Statement to the holders of Company Common Stock Shares as of the record date established for the shareholders’ meeting, which meeting the Company Shareholders Meeting shall duly convene and cause to occur no later than forty (subject to completion 40) days after the notice of any process with respect to an Alternative Transaction Proposal that such meeting is then ongoing pursuant to Section 6.02) issued (the “Shareholders’ Meeting”), for the purpose of voting upon the approval of this Agreement, the Plan of Merger and the Transactions, and (biii) holding instruct or otherwise cause the Company Shareholders Meeting as promptly as practicable after Depositary to (A) fix a record date for determining the date holders of mailing (but in any event within thirty-five (35) days thereafter (subject ADSs who shall be entitled to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) give instructions for the exercise of the Proxy Statement voting rights pertaining to consider the Shares represented by ADSs (the “Record ADS Holders”) within three (3) Business Days following such confirmation by the SEC, (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote upon all Shares represented by ADSs in accordance with the adoption instructions of this Agreement and such corresponding Record ADS Holders. Notwithstanding the Merger; provided that foregoing, the Company may postpone or adjourn the Company Shareholders Shareholders’ Meeting to a later day (but in any event no later than five (5) Business Days prior to the Termination Date) (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, (ii) for if at the absence of time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorumquorum necessary to conduct business, or (iii) to allow additional reasonable time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined (acting upon the recommendation of the Special Committee) in good faith after consultation with outside counsel is necessary under applicable Law Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the (a) The Company, acting through the Company Board (as applicable)of Directors, shall take all action necessary actions in accordance with applicable law, the Company Articles of Incorporation, the Company Bylaws and the rules of Nasdaq to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable the Company Shareholders Meeting for the purpose of obtaining considering and voting upon the approval of the "plan of merger" (as such term is used in Chapter 23B.11 of the WBCA) contained in this Agreement. Subject to Section 5.6(c), to the fullest extent permitted by applicable law, (i) the Company Shareholder Approval Board of Directors shall recommend approval of the "plan of merger" (as such term is used in Chapter 23B.11 of the “WBCA) contained in this Agreement and approval of the Merger by the Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after and include such recommendation in the Proxy Statement has been cleared by and (ii) neither the SECCompany Board of Directors nor any committee thereof shall withdraw or modify, mailing or propose or resolve to withdraw or modify in a manner adverse to Parent, the Proxy Statement to the holders of Company Common Stock as recommendation of the record date established for Company Board of Directors that the Company Shareholders Meeting vote in favor of the approval of the "plan of merger" (as such term is used in Chapter 23B.11 of the WBCA) contained in this Agreement and approval of the Merger. Unless this Agreement has been duly terminated in accordance with the terms herein (including payment of any termination fees payable under Article VII), the Company shall, subject to completion the right of any process with respect the Company Board of Directors to an Alternative Transaction Proposal that is then ongoing pursuant modify its recommendation in a manner adverse to Parent under certain circumstances as specified in Section 6.02) and (b) holding 5.6(c), take all lawful action to solicit from the Company Shareholders Meeting as promptly as practicable after the date of mailing (but proxies in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) favor of the Proxy Statement proposal to consider and vote upon approve the adoption "plan of merger" (as such term is used in Chapter 23B.11 of the WBCA) contained in this Agreement and approve the Merger; provided that Merger and shall take all other action necessary or advisable to secure the Company may postpone vote or adjourn consent of the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed that are required by the Company’s shareholders prior rules of Nasdaq or the WBCA. Notwithstanding anything to the Company Shareholders Meeting or (iv) if contrary contained in this Agreement, the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) Company, after consultation with respect to such notice has not been reached. In addition to and notwithstanding the foregoingParent, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Company shall (i) advise Parent Shareholders or, if as Parent may reasonably request, and at least on a daily basis on each of the last ten time for which the Company Shareholders Meeting is originally scheduled (10as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) Business Days prior to constitute a quorum necessary to conduct the date business of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent call and hold the Company Shareholders' Meeting as Parent may reasonably request, and at least on a daily basis on each promptly as practicable for the purpose of voting upon the last ten (10) Business Days prior to the date approval of the Company Shareholders MeetingCharter Amendment, as to this Agreement (including the aggregate tally principal terms hereof) and the Merger; it being expressly understood that the shareholder approval of the proxies received by Merger and the shareholder approval of the Company with respect to the Company Shareholder Approval and Charter Amendment shall be contingent upon each other, (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain hold the Company Shareholder Approval. At Shareholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective and (iii) shall in any event hold such Company Shareholders Meeting, Shareholders' Meeting within 45 days after the Company shall, through date on which the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do soRegistration Statement becomes effective. The Company shall use its reasonable best efforts to solicit from its shareholders proxies in no event proposefavor of the approval of the Merger and this Agreement (including the principal terms hereof), recommend and shall take all other commercially reasonable action necessary or allow advisable to be included at secure the vote or consent of stockholders required by the CGCL, to obtain such Company Shareholders approvals, in each case in compliance with applicable Laws. Parent Stockholders' Meeting. Parent shall (i) call and hold the Parent Stockholders' Meeting a proposal as promptly as practicable for the shareholders purpose of obtaining the approval of the Share Issuance and the Parent Charter Amendment by the Parent stockholders, (ii) use its reasonable best efforts to act hold the Parent Stockholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective and (iii) shall in any Alternative Transaction Proposal or Superior Proposalevent hold such Parent Stockholders' Meeting within 45 days after the date on which the Registration Statement becomes effective. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance and the Parent Charter Amendment, and shall take all other commercially reasonable action necessary or advisable to secure the Company shall not permit vote or consent of stockholders required by the shareholders NASD Rule, to propose any business to be transacted at obtain such Company Shareholders Meetingapproval in compliance with applicable Laws.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of this Agreement but in no event later than the Proxy Statement by fifth (5th) Business Day after the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02date hereof, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice ofof and, as soon as reasonably practicable thereafter in conformity with this Section 7.3, convene an annual and hold a special meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) includingfor the purpose of (A) obtaining the Company Shareholder Approval, (aB) not more subject to receipt of the Company Shareholder Approval, obtaining the election of the Parent Nominees plus one (1) Company nominee (“Company Nominee”) to the Company Board, and (C) approving the appointment of the Company auditors pursuant to the ICL, and (ii) publish the notice of the Company Shareholders Meeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder). The agreement in the foregoing sentence concerning submission of Parent Nominees for election at the Company Shareholders Meeting shall, without limitation of the foregoing, also be deemed to constitute a request to such effect under Section 66(b) of the ICL and is agreed and acknowledged by the Company to be compliant with such Section 66(b) and the Company’s organization documents, and the Company waives any non-compliance with any of the foregoing. As soon as reasonably practicable following the date of this Agreement but in no event later than five the fifteenth (515th) Business Days Day after the Proxy Statement has been cleared by date hereof, the SEC, mailing the Proxy Statement Company shall prepare and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Proxy Statement shall include the Parent Nominees and the Company Nominee (for purposes of being elected to the Company Board), and, subject to completion applicable Law, no other director nominees. The Company shall expand the size of any process the Company Board to allow the Parent Nominees and the Company Nominee to be elected to the Company Board together. The Company shall otherwise comply with the notice requirements applicable to the Company in respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding of the Company Shareholders Meeting pursuant to applicable Law, including the ICL and the regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to ‎ARTICLE IX or as Parent and the Company may otherwise agree in writing, the Company Shareholders Meeting shall be held no later than forty (40) days after the publication of the notices regarding the Company Shareholders Meeting. Unless the Company Board has effected a Company Board Recommendation Change in accordance with Section 5.3, the Company shall include the Company Board Recommendation and a copy of the fairness opinion described in Section 3.23 in the Proxy Statement. The Company shall, subject to applicable Law, use its reasonable best efforts to cause the Proxy Statement to be mailed or made available to the Company Shareholders as promptly as practicable after following its filing date. The Company shall not include in the date of mailing (but in Proxy Statement any event within thirty-five (35) days thereafter (subject to completion of any process information with respect to an Alternative Transaction Proposal that is then ongoing pursuant Parent or its Affiliates unless the form and content thereof shall have been consented to Section 6.02)in writing by Parent prior to such inclusion, such consent not to be unreasonably delayed or withheld, and Parent agrees to provide any such information (including information about the Parent Nominees) required to be so included under applicable Law (including ICL) and Nasdaq regulations. Prior to the mailing of the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, (x) the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) the Company shall not unreasonably refuse to consider include in such drafts, correspondence and vote upon the adoption of this Agreement and the Mergerfilings all - 50 - comments reasonably proposed by Parent; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not shall have no obligation to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of include any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except comments to the extent that the Company Board shall have effected a Company Adverse Recommendation Change determines in accordance good faith, in consultation with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)its counsel, (A) include that including such comments would result in the Proxy Statement containing an untrue statement of a material fact or omitting 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 are made, not misleading, and (z) to the extent practicable and not prohibited under applicable Law, and except as otherwise requested or required by the SEC, the Company Recommendation and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC or Nasdaq (Bor any other regulatory authority), or their respective staff, as applicable (including all meetings and telephone conferences) use its reasonable best efforts relating to this Agreement or any of the transactions contemplated hereby. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, by either the Company, Parent or Merger Sub that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this ‎Section 7.3(a), prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the Company Shareholders. Notwithstanding the foregoing provisions of this Section 7.3(a), if, on a date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Shareholder Approval, whether or not a quorum is present, the Company shall have the right to (and if requested in writing by Parent, the Company shall) make one or more successive postponements or adjournments of the Company Shareholders Meeting; provided that the Company Shareholders Meeting is not postponed or adjourned to a date that is in the aggregate more than thirty (30) days after the date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to the extent required under applicable Law to ensure that any required supplement or amendment to the Proxy Statement is provided or made available to the Company Shareholders or to permit dissemination of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Subsidiaries (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (b) The Company Board (as applicable), shall take all action necessary in accordance with applicable laws and the Company’s Charter Documents to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Shareholders’ Meeting”) including), (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting be held as promptly as practicable after the date Registration Statement is declared effective under the Securities Act, for the purposes of mailing (but in any event within thirty-five (35) days thereafter (subject to completion obtaining the Requisite Company Shareholder Vote. The Board of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) Directors of the Company has resolved to recommend to the Company Shareholders that they approve this Agreement and the Company shall, acting through its Board of Directors, (i) recommend that the Company Shareholders adopt this Agreement (the “Company Recommendation”), (ii) include the Company Recommendation in the Proxy Statement Statement/Prospectus and (iii) use reasonable best efforts to consider and vote upon solicit from the Company Shareholders proxies in favor of the adoption of this Agreement, including by communicating to the Company Shareholders the recommendation of the Board of Directors of the Company that they approve this Agreement, and to take all other action necessary or advisable to secure the vote or consent of the Company Shareholders required by Applicable Law to obtain such approvals. Except as permitted by Section 6.3(b), the Company’s Board of Directors shall not (A) fail to make the Company Recommendation or fail to include such recommendation in the Proxy Statement/Prospectus, (B) change, qualify, withhold, withdraw, or modify, or publicly propose to change, qualify, withhold, withdraw, or modify, in a manner adverse to Parent, such recommendation, (C) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer, or (D) adopt, approve, or recommend, or publicly propose to approve or recommend to the Company Shareholders, an Acquisition Proposal (each of the actions described in these subclauses (A)-(D) being referred to as an “Adverse Recommendation Change”). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with Article 8, the Company Shareholders’ Meeting shall be convened and this Agreement shall be submitted to the Company Shareholders at the Company Shareholders’ Meeting, for the purpose of voting on the approval of this Agreement and the Merger; provided that other transactions contemplated hereby, and nothing contained herein shall be deemed to relieve the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingobligation.

Company Shareholders Meeting. As (a) Unless this Agreement is validly terminated in accordance with Article VIII hereof, the Company shall, as promptly as reasonably practicable following the clearance of the Proxy Statement by after the SEC confirms that it has no further comments on the Schedule 13E-3 and in accordance with applicable Law and the completion Company’s memorandum and articles of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02association, the Company, acting through the Company Board (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval (entitled to vote at the “Company Shareholders Meeting”) includingshareholders’ meeting, (aii) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing mail or cause to be mailed the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Class A Shares represented by ADSs, as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding shareholders’ meeting, which meeting the Company Shareholders Meeting shall duly convene and cause to occur as promptly as reasonably practicable after following the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote (the “Shareholders’ Meeting”), for the purpose of voting upon the adoption authorization and approval of this Agreement Agreement, the Plan of Merger and the Merger; provided that Transactions, and (iii) instruct or otherwise cause the Depositary to (A) fix the record date established by the Company for the Shareholders’ Meeting as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Class A Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Class A Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Notwithstanding the foregoing, the Company may postpone or adjourn the Company Shareholders Shareholders’ Meeting (i) with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, (ii) for if at the absence of time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorumquorum necessary to conduct business at the Shareholders’ Meeting, or (iii) to allow additional reasonable time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined (acting upon the recommendation of the Special Committee) in good faith after consultation with outside counsel is necessary under applicable Law Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As (a) The Company shall, promptly as reasonably practicable following the clearance of the Proxy Statement by after the SEC and confirms that it has no further comments on the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Schedule 13E-3 or Proxy Statement, the Company, acting through the Company Board (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold a for determining shareholders of the Company entitled to vote at the meeting of its the shareholders for the purpose purposes of obtaining authorizing and approving this Agreement, the Company Shareholder Approval Plan of Merger, the Equity Transfer Agreements, the Termination Agreement and the consummation of the Transactions including the Merger (the “Company Shareholders Meeting”) including), (aii) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing prepare and mail or cause to be mailed or otherwise disseminate the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K to the SEC), including Shares represented by ADSs, as of the record date established for the Company Shareholders Meeting Meeting, (subject iii) instruct or otherwise cause the Depositary to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02(A) and (b) holding fix the record date established by the Company for the Company Shareholders Meeting as promptly as practicable after the record date for determining the holders of mailing ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (but the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders, in each case, in accordance with and subject to the terms of the Deposit Agreement, and (iv) otherwise take, in accordance with applicable Law and its memorandum and articles of association, all action necessary to call, give notice of, and convene the Company Shareholders Meeting (which in any event within thirtythe Company shall convene no later than twenty-five (3525) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) Business Days after the distribution of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if shareholders. Once the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and established the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding record date for the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shallshall not change such record date or establish a different record date without the prior written consent of Parent, through unless required to do so by applicable Law. Without the consent of Parent, authorization and approval of this Agreement, the Plan of Merger, the Equity Transfer Agreements, the Termination Agreement and the consummation of the Transactions including the Merger are the only matters (other than procedural matters) that shall be proposed to be acted upon by the shareholders of the Company Board or any committee thereof, make at the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance of the Proxy Statement by after the SEC and confirms that it has no further comments on the completion of Schedule 13E-3 but in any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02event no later than five days after such confirmation, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, convene and hold a meeting for determining shareholders of its shareholders for the purpose of obtaining the Company Shareholder Approval entitled to vote at the Shareholders’ Meeting (the “Company Shareholders MeetingRecord Date”) includingand shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Laws; and in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required by applicable Laws or stock exchange requirement, the Company shall, if possible, implement such adjournment or postponement or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned, postponed or delayed, (aii) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing mail or cause to be mailed the Proxy Statement to the holders of Company Common Stock Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (iii) instruct the Depositary to (A) fix the Record Date as the record date established for determining the holders of ADSs who shall be entitled to give instructions for the Company Shareholders Meeting exercise of the voting rights pertaining to the Shares represented by ADSs (subject the “Record ADS Holders”), (B) provide all proxy solicitation materials to completion all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with the instructions of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant such corresponding Record ADS Holders. Subject to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.026.02(b)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with , without the consent of Parent Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, are the only matters (not other than procedural matters) that shall be proposed to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed voted upon by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to at the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (a) The Company Board (as applicable), shall take all action necessary to under applicable Law to, in consultation with Parent, establish a record date for, duly call, give notice of, convene of and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock Shares to consider and vote on the Merger and any other proposals set forth in the Proxy Statement (such TABLE OF CONTENTS​​ meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held as of promptly as practicable, in accordance with applicable Law and the record date established for Company’s Governing Documents, after the Form F-4, is declared effective by the SEC. Parent and the Company shall use commercial reasonably efforts to hold the Company Shareholders Meeting (subject and the Parent Shareholders’ Meeting on the same day. The Company shall take reasonable measures to completion of any process ensure that all proxies solicited in connection with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Shareholders’ Meeting as promptly as practicable after are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of mailing the Company Shareholders’ Meeting, or a date preceding the date on which the Company Shareholders’ Meeting is scheduled, the Company reasonably believes that (but i) it will not receive proxies sufficient to obtain the Company Required Vote, whether or not a quorum would be present or (ii) it will not have sufficient Company Shares represented (whether in any event within thirty-five (35person or by proxy) days thereafter (subject to completion of any process with respect constitute a quorum necessary to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) conduct the business of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that Company Shareholders’ Meeting, the Company may postpone or adjourn adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Shareholders’ Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent long as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the Shareholders’ Meeting is not postponed or adjourned more than an aggregate tally of the proxies received by the Company 30 calendar days in connection with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) any postponements or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingadjournments.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (a) The Company Board (as applicable), shall take all action necessary to under applicable Law to, in consultation with Parent, establish a record date for, duly call, give notice of, convene of and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock Shares to (i) provide the Company Shareholders with the opportunity to redeem their Company Shares and (ii) consider and vote on the Merger and any other Transaction Proposals set forth in the Proxy Statement (such meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held as of promptly as practicable, in accordance with applicable Law and the record date established for Company’s Governing Documents, after the Form F-4, is declared effective by the SEC. Parent and the Company shall use commercial reasonably efforts to hold the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that Parent Shareholders’ Meeting on the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) timesame day. The Company shall (i) advise Parent as Parent may reasonably requesttake reasonable measures to ensure that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, and at least if on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Shareholders’ Meeting, as or a date preceding the date on which the Company Shareholders’ Meeting is scheduled, the Company reasonably believes that (i) such adjournment is required by applicable Legal Requirements, (ii) to ensure that any supplement or amendment to the aggregate tally Proxy Statement that the board of directors of the proxies received Company has determined in good faith is required by the applicable Legal Requirements is disclosed to Company with respect Shareholders and for such supplement or amendment to be promptly disseminated to the Company Shareholder Approval and (ii) except Shareholders with sufficient time prior to the extent that the Company Board Shareholders’ Meeting; (iii) it shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts not receive proxies sufficient to obtain the Company Shareholder Approval. At such Required Vote, whether or not a quorum would be present or (iv) it shall not have sufficient Company Shareholders Shares represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, the Company shallmay adjourn, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IXone or more successive adjournments of, the Company shall establish a record Shareholders’ Meeting as long as the date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if of the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change Shareholders’ Meeting is not adjourned more than an aggregate of Recommendation or proposed or announced 20 Clear Days in connection with any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingadjournments.

Company Shareholders Meeting. As promptly The Company shall, as soon as reasonably practicable following the clearance of after the Proxy Statement is cleared by the SEC and the completion of any process with respect for mailing to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the Company Board (as applicable's stockholders in accordance with Section 5.3(a), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders the holders of the Company Shares (the "Company Shareholders' Meeting") for the purpose of obtaining seeking the Company Shareholder Approval (Requisite Vote. The Company shall use its commercially reasonable efforts to commence mailing the “Company Shareholders Meeting”) including, (a) not more Proxy Statement to shareholders no later than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) following clearance of the Proxy Statement by the SEC. The Company, through the Company Board, shall recommend to consider and holders of the Company Shares that they vote upon in favor of the adoption of this Agreement and the Merger; provided Company Merger so that the Company may postpone or adjourn obtain the Company Shareholders Meeting Requisite Vote (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the "Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(fRecommendation") and the deadline contemplated under such Section (as applicable) with respect Company shall use reasonable best efforts to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require solicit the Company to adjourn or postpone Requisite Vote (including by soliciting proxies from the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably requestCompany's stockholders), and at least on a daily basis on except in each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except case to the extent that the Company Board shall have effected a Company an Adverse Recommendation Change Change, as permitted by and determined in accordance with Section 6.02(e) or a Change of Recommendation in accordance 5.6. The Company shall keep the Parent Entities reasonably informed with Section 6.02(f), (A) include in respect to proxy solicitation activities and daily vote tallies as reasonably requested by the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentenceParent Entities. Unless this Agreement is validly terminated in accordance with its terms, the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than the Company Merger and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company may (and at the written request of the Parent Entities shall) adjourn or postpone the Company Shareholders' Meeting after consultation with the Parent Entities (A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable amount of time in advance of a vote on the Company Merger, (B) if additional time is reasonably required to solicit proxies in favor of the approval of the Company Merger or (C) if there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders' Meeting; provided that in the case of clause (B) or clause (C), without the written consent of the Parent Entities, in no event shall the Company Shareholders' Meeting (as so postponed or adjourned) be held on a date that is more than thirty (30) days after the date for which the Company Shareholders' Meeting was originally scheduled. Unless this Agreement shall have been terminated in accordance with Article IXVII, the obligations of the Company shall establish a record date forwith respect to calling, duly call, give giving notice of, convene convening and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if holding the Company Board Shareholders' Meeting and mailing the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company's stockholders shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company not be affected by an Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders MeetingChange.

Company Shareholders Meeting. (a) As promptly as reasonably practicable following after the clearance of SEC confirms it has no further comments on the Schedule 13E-3 (including the Proxy Statement by filed therewith as an exhibit), the SEC Company shall (i) take, in accordance with applicable Law, its articles of incorporation and by-laws and the completion rules of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02the NASDAQ, the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, set a record date in accordance with Section 107 of the IBCA (the “Record Date”) for determining shareholders of the Company entitled to vote at, and convene and hold a meeting of its shareholders the Shareholders’ Meeting for the purpose of obtaining the Requisite Company Shareholder Approval (Vote and shall not change such Record Date or establish a different record date for the “Company Shareholders Meeting”) includingShareholders’ Meeting without the prior written consent of Parent, (a) not more than five (5) Business Days after the Proxy Statement has been cleared unless required to do so by the SECapplicable requirements of the Securities Act, mailing the Proxy Statement Exchange Act or any other applicable Law; provided that, in the event that the date of the Shareholders’ Meeting as originally called is adjourned or otherwise delayed in accordance with this Agreement, the Company may establish a new Record Date, as adjourned or delayed, without the prior written consent of Parent and (ii) mail or cause to be mailed to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of Shares the Proxy Statement to consider (including notice of the Shareholders’ Meeting) and vote upon a form of proxy for use at the adoption of this Agreement and the MergerShareholders’ Meeting; provided that the Company may postpone or adjourn the Company Shareholders Shareholders’ Meeting (i) with the written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, (ii) for the absence of a quorum, (iii) to allow additional reasonable time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Shareholders’ Meeting or (iviii) if the Company has as otherwise required by applicable Law or any court of competent jurisdiction; provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent further that the Company Board Shareholders’ Meeting shall have effected a Company Adverse Recommendation Change be adjourned in accordance with Section 6.02(e113 of the IBCA to the same day two weeks from the originally scheduled Shareholders’ Meeting if at the time the originally scheduled Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) or to constitute a Change of Recommendation in accordance with Section 6.02(f), (A) include in quorum necessary to conduct business at the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Shareholders’ Meeting.

Company Shareholders Meeting. As The Company shall call and hold a meeting of the Company Shareholders for the purpose of voting upon the adoption and approval of this Agreement and the transactions contemplated by this Agreement (such meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held (the date of such meeting, the “Company Meeting Date”) as promptly as reasonably practicable (but no later than fifty (50) days) following the clearance earliest of the date on which the SEC staff advises the Company that it has no further comments on the Proxy Statement and Schedule 13E-3 or that it is not reviewing the Proxy Statement and Schedule 13E-3. The initial Company Meeting Date and the initial record date therefor shall be set in consultation with Parent and shall be reasonably satisfactory to Parent; provided that (i) the Company may, in its reasonable discretion, postpone or adjourn the Company Shareholders’ Meeting after consultation with Parent, (A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company Shareholders within a reasonable amount of time in advance of the Company Shareholders’ Meeting, (B) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Special Committee has determined in good faith (after consultation with the Special Committee’s outside legal counsel) is required under applicable Law to be filed and disseminated or (C) to permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the SEC Company and (ii) the completion of any process Company shall, to the extent requested by Parent, postpone or adjourn the Company Shareholders’ Meeting no more than once and for no more than thirty (30) days, to permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company. The Company shall keep the Purchasers updated with respect to an Alternative Transaction Proposal that is then ongoing pursuant proxy solicitation results as reasonably requested by Parent or Merger Sub. Notwithstanding anything to Section 6.02the contrary contained in this Agreement, unless this Agreement shall have been terminated prior to the date of the Company Shareholders’ Meeting in accordance with its terms, the Company, acting through obligation of the Company Board (as applicable), shall take all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Shareholders’ Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with this Section 6.02(e) 6.03 shall not be limited or a Change otherwise affected by the commencement, disclosure, announcement or submission to it of Recommendation in accordance with Section 6.02(f), (A) include in any Acquisition Proposal or by the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the making of an Adverse Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.41

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (a) The Company Board (as applicable), shall take all action necessary to under applicable Law to, in consultation with Parent, establish a record date for, duly call, give notice of, convene of and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock Shares to consider and vote on the Merger and any other proposals set forth in the Proxy Statement (such meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held as of promptly as practicable, in accordance with applicable Law and the record date established for Company’s Governing Documents, after the Form F-4, is declared effective by the SEC. Parent and the Company shall use commercial reasonably efforts to hold the Company Shareholders Meeting (subject and the Parent Shareholders’ Meeting on the same day. The Company shall take reasonable measures to completion of any process ensure that all proxies solicited in connection with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Shareholders’ Meeting as promptly as practicable after are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of mailing the Company Shareholders’ Meeting, or a date preceding the date on which the Company Shareholders’ Meeting is scheduled, the Company reasonably believes that (but i) it will not receive proxies sufficient to obtain the Company Required Vote, whether or not a quorum would be present or (ii) it will not have sufficient Company Shares represented (whether in any event within thirty-five (35person or by proxy) days thereafter (subject to completion of any process with respect constitute a quorum necessary to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) conduct the business of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that Company Shareholders’ Meeting, the Company may postpone or adjourn adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Shareholders’ Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent long as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the Shareholders’ Meeting is not postponed or adjourned more than an aggregate tally of the proxies received by the Company 30 calendar days in connection with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) any postponements or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingadjournments.

Company Shareholders Meeting. (a) As promptly soon as reasonably practicable following the clearance date of this Agreement, but in no event later than the Proxy Statement by fifth Business Day after the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02date hereof, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, give notice of, of and convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) includingApproval, (aii) not more publish the notice of the Company Shareholder Meeting (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder). As soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) the 15th Business Days Day after the Proxy Statement has been cleared by date hereof, the SEC, mailing the Proxy Statement Company shall prepare and furnish to the holders of Company Common Stock as of the record date established SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (subject the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to completion the Company in respect of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider ICL and vote upon the adoption of regulations promulgated thereunder and the Charter Documents. Unless this Agreement is terminated pursuant to Article VII or as Parent and the Merger; provided that the Company may postpone or adjourn otherwise agree, the Company Shareholders Meeting (i) with shall be held no later than 40 days after the consent publication of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for notice regarding the preparation, filing and mailing of any supplemental or amended disclosure which Company Shareholders Meeting. Unless the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company an Adverse Recommendation Change in accordance with Section 6.02(e) or 5.2, the Company shall recommend that the Company Shareholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby, and include a Change copy of Recommendation any fairness opinion obtained by the Company Board in accordance connection with Section 6.02(f), (A) include the approval by the Company Board of the Merger and the other transactions contemplated hereby in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain cause the Proxy Statement to be mailed or made available to the shareholders of the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to promptly as practicable following its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do sofiling date. The Company shall not include in no event proposethe Proxy Statement any information with respect to Parent or its Affiliates, recommend or allow unless the form and content thereof shall have been consented to in writing by Parent prior to such inclusion and Parent agrees to provide any such information required to be so included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingunder applicable Law.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the (a) Company Board (as applicable), shall take all action necessary in accordance with its Articles of Incorporation, Bylaws and under all applicable Legal Requirements to establish a record date for, duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of (the record date established for the "Company Shareholders Meeting (subject Shareholders' Meeting") to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider consider, act and vote upon the adoption and approval of this Agreement Agreement, the Merger and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline transactions contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) timethereby. The Company Shareholders' Meeting will be held as promptly as practicable and in any event within 45 days after the Proxy Statement/Prospectus has been cleared by the SEC or, if the SEC has not taken formal action to clear the Proxy Statement/Prospectus, within 45 days of filing the definitive Proxy Statement/Prospectus with the SEC. The Company Shareholders' Meeting shall (i) advise Parent as Parent may reasonably requestbe called, convened, held and conducted, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of all proxies solicited in connection with the Company Shareholders Meeting, as Stockholders' Meeting shall be solicited in all material respects in compliance with all applicable Legal Requirements. The Company's obligation to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a the Company Shareholders Stockholders' Meeting at which it in accordance with this Section 4.5(a) shall submit not be limited or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger. (b) The Board of Directors of Company has by majority vote recommended (and the Proxy Statement/Prospectus shall include a statement to its shareholders even if the effect that the Board of Directors of Company has by majority vote recommended) that the holders of Company Common Stock vote in favor and adopt and approve this Agreement, the Merger and the transactions contemplated thereby at the Company Shareholders' Meeting. (c) Notwithstanding the foregoing, nothing in Section 6.4 or in this Section 4.5 shall prevent the Board shall have withdrawnof Directors of the Company from withdrawing, modified amending or qualified modifying its recommendation thereof or otherwise effected (by a Company Adverse Recommendation Change or Change 5 to 2 majority vote) in favor of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, this Agreement and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meeting.Merger or approval and adoption of this Agreement 26

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the The Company, acting through the Company Board (as applicableor a committee thereof), shall (i) as soon as reasonably practicable following confirmation by the SEC (or the staff of the SEC) that it has no further comments on the Proxy Statement take all action necessary to establish set a record date for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if the Company has provided a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except subject to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f)6.4, (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such The Company shall cause the Proxy Statement to be mailed to the shareholders of the Company as of the record date established for the Company Shareholders MeetingMeeting as promptly as reasonably practicable after the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement. Unless the Agreement has been duly terminated in accordance with the terms herein, the Company shall, through subject to the right of the Company Board or any committee thereofto modify its recommendation in a manner adverse to Parent under the circumstances specified in Section 6.4(d), make use reasonable best efforts to solicit from the shareholders of the Company Recommendation, except as provided proxies in favor of the immediately succeeding sentence. Unless proposal to adopt this Agreement is validly terminated and approve the Merger and the Transactions and to secure the Company Shareholder Approval (it being understood that the foregoing shall not require the Company Board to recommend in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Article IXSection 6.4(d)). Notwithstanding anything to the contrary contained in this Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a may adjourn or postpone the Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even (i) after consultation with Parent, if the Company Board shall have withdrawnbelieves in good faith that it is necessary to ensure that any legally required supplement or amendment to the Proxy Statement is timely provided to the shareholders of the Company or (ii) with the consent of Parent, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change if as of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such the time for which the Company Shareholders Meeting a proposal for is originally scheduled (as set forth in the shareholders to act on any Alternative Transaction Proposal or Superior ProposalProxy Statement), and there are insufficient shares of the Company shall not permit Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the shareholders to propose any business to be transacted at such of the Company Shareholders Meeting.

Company Shareholders Meeting. As promptly soon as reasonably practicable following the clearance of Agreement Date, but in no event later than the Proxy Statement by fifteenth (15th) Business Day after the SEC and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02Agreement Date, the Company, acting through the Company Board shall (as applicable), shall take all action necessary to i) establish a record date for, duly call, and give notice of, convene and hold of a special meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) includingfor the purpose of obtaining the Requisite Shareholder Approval and (ii) publish the notice of the Company Shareholders Meeting (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder) (the “Notice Date”). As soon as reasonably practicable following the Agreement Date, but in no event later than the fortieth (a40th) not more than five (5) Business Days day after the Proxy Statement has been cleared by Agreement Date, the SEC, mailing the Proxy Statement Company shall prepare and furnish to the holders SEC on Form 6-K a proxy statement, letter to stockholders, notice of Company Common Stock as meeting and form of the record date established proxy for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02“Proxy Statement”)) of the Proxy Statement to consider and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, delayed or conditioned), (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders Meeting or (iv) if . Once the Company has provided established a written notice to Parent pursuant to Section 6.02(e) or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Company Shareholders Meeting one (1) time. The Company shall (i) advise Parent as Parent may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the record date of for the Company Shareholders Meeting, as the Company shall not change such record date or establish a different record date without the prior written consent of Parent. The Company shall otherwise comply with the notice requirements applicable to the aggregate tally Company in respect of the proxies received Company Shareholders Meeting pursuant to the ICL and the Articles. The Company Shareholders Meeting shall be held no later than the first Business Day after the fortieth (40th) day after the Notice Date. The Company shall include the Company Board Recommendation in the Proxy Statement. The Company will include a copy of any fairness opinion obtained by the Company Board in connection with respect to the Company Shareholder Approval and (ii) except to the extent that approval by the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include the Merger and the Transactions in the Proxy Statement and a disclosure relating to any financial advisor rendering such opinions (including the amount of fees and other consideration that such financial advisors will receive upon consummation of or as a result of the Merger, and the conditions therefor), in each case, consistent with the ICL. The Company shall cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable following its filing date. Subject to Section 5.3 and unless there has been a Company Board Recommendation and (B) Change, the Company will use its reasonable best efforts to solicit proxies to obtain the Company Requisite Shareholder Approval. Without the prior written consent of Parent, obtaining the Requisite Shareholder Approval and adjournment shall be the only matters (other than procedural matters) which the Company shall propose to be acted on at the Company Shareholders Meeting. In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the Company Ordinary Shares so voted. At such the Company Shareholders Meeting, the Parent and Merger Sub shall cause any Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene Ordinary Shares owned by them and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even their Affiliates (if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow any) to be included at such Company Shareholders Meeting a proposal for voted in favor of the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, approval of the Merger and the Company shall not permit the shareholders to propose any business to be transacted at such Company Shareholders Meetingother transactions contemplated by this Agreement.

Company Shareholders Meeting. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC (a) The Company shall, in accordance with applicable Law and the completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02, the Company, acting through the Company Board (as applicable), shall take all action necessary to establish a record date forits Organizational Documents, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) including, (a) not more than five (5) Business Days after the Proxy Statement has been cleared by the SEC, mailing the Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Shareholders Meeting (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02) and (b) holding the Company Shareholders Meeting as promptly as practicable after the date of mailing (but in any event within thirty-five (35) days thereafter (subject to completion of any process with respect to an Alternative Transaction Proposal that is then ongoing pursuant to Section 6.02)) filing of the definitive Proxy Statement (the “Original Date”) to consider secure the Requisite Company Vote in respect of the approval of the Merger and vote upon the adoption of this Agreement and the Merger; provided that the Company may postpone to cause such vote to be taken, and shall not postpone, recess or adjourn such meeting except if (i) as of the time for which the Company Shareholders Meeting is originally scheduled (ias set forth in the definitive Proxy Statement), there are insufficient Shares represented (either in person or by proxy) with in order to establish a quorum or to obtain the consent of Parent (not to be unreasonably withheld, delayed or conditioned)Requisite Company Vote, (ii) for the absence of a quorum, (iii) to allow additional time for the preparation, filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable Law and for such supplemental to file and/or mail any supplement or amended disclosure amendment to the Proxy Statement to be disseminated and reviewed by the Company’s shareholders holders of Shares prior to the Company Shareholders Meeting or Meeting, in each case of (ivi) if and (ii) the Company has provided a written notice to may, or if Parent pursuant to Section 6.02(e) so requests, shall, postpone, recess or Section 6.02(f) and the deadline contemplated under such Section (as applicable) with respect to such notice has not been reached. In addition to and notwithstanding the foregoing, Parent may require the Company to adjourn or postpone make one or more successive postponements, recesses or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed, recessed or adjourned more than ten (10) days in connection with any one postponement, recess or adjournment or more than an aggregate of twenty (120) time. The days from the Original Date, or (iii) within the five (5) Business Days prior to the Original Date or any date that the Company shall (i) advise Parent as Shareholders Meeting is then scheduled to be held, the Company delivers a notice of an intent to make a Change of Recommendation, Parent may reasonably requestdirect the Company to postpone, and at least on a daily basis on each of recess or adjourn the last Company Shareholders Meeting for up to ten (10) Business Days prior to the date of the Company Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Shareholder Approval and (ii) except to the extent that the Company Board shall have effected a Company Adverse Recommendation Change in accordance with Section 6.02(e) or a Change of Recommendation in accordance with Section 6.02(f), (A) include in the Proxy Statement the Company Recommendation and (B) use its reasonable best efforts to obtain the Company Shareholder Approval. At such Company Shareholders Meeting, the Company shall, through the Company Board or any committee thereof, make the Company Recommendation, except as provided in the immediately succeeding sentence. Unless this Agreement is validly terminated in accordance with Article IX, the Company shall establish a record date for, duly call, give notice of, convene and hold a Company Shareholders Meeting at which it shall submit this Agreement to its shareholders even if the Company Board shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Adverse Recommendation Change or Change of Recommendation or proposed or announced any intention to do so. The Company shall in no event propose, recommend or allow to be included at such Company Shareholders Meeting a proposal for the shareholders to act on any Alternative Transaction Proposal or Superior Proposal, and the Company shall not permit as promptly as practicable thereafter postpone, recess or adjourn the shareholders to propose any business to be transacted at such Company Shareholders MeetingMeeting in accordance with Parent’s direction.