Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) establish a record date for, duly call, give notice of and convene 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 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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable Law.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the third (3rd) Business Day after the date hereof, the Company shall shall (i) establish a record date for, duly call, give notice of and convene 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 Shareholder Meeting (with the proxy card (Ktav Hatzbaa) required under the ICL and, for the sake of clarity, and 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. As soon as reasonably practicable following the date of this Agreement Agreement, but in no event later than the fifth (and in any event within fifteen (155th) Business Days)Day after the date hereof, the Company shall prepare prepare, file with and furnish to the SEC on Form 6-K a proxy statement statement, letter to stockholders, notice of meeting and form of proxy for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meetings Meeting shall be held no later than 45 forty (40) days after the publication of the notices notice regarding the Company Shareholders MeetingsMeeting. Unless the Company Board has effected a Company Board Recommendation Change, the The Company shall include the Company Board Recommendation in the Proxy Statement. The Company will include a copy of any fairness opinion (and the information that formed the basis for rendering such 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 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). The Company shall use its reasonable best commercial efforts to cause the Proxy Statement to be mailed or made available to the shareholders of the Company as promptly as practicable following its filing date. Prior to the mailing of The Company shall not include in the Proxy StatementStatement any information with respect to Parent or its Affiliates, unless the Company Board has effected a Company Board Recommendation Changeform 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 under applicable Law. Prior to filing the Proxy Statement (or any amendment or modification thereto) with the SEC, 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, and (y) shall not unreasonably refuse to 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 and (z) to the extent that practicable and not prohibited under applicable Law, the Company determines in good faith, in consultation with and its outside counsellegal counsel shall permit Parent and its outside counsel to participate in all communications, that if any, with the SEC or Nasdaq, or their respective staff, as applicable (including such comments would result in the Proxy Statement containing an untrue statement of a material fact all meetings and telephone conferences) relating to this Agreement or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light any of the circumstances under which they are made, not misleadingtransactions contemplated hereby. If at any time prior to obtaining the Effective Time Company Shareholder Approval 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), Section 5.7(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. 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding The Company shall, through the foregoing or anything else herein Company Board, use reasonable commercial efforts to solicit from the Company shareholders proxies in favor of the approval of this Agreement. Prior to the contrarytermination of this Agreement in accordance with its terms, the Company’s obligation to call, give notice of, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, hold the Company Shareholders Meeting in accordance with Section 5.7(b) shall not be required to provide to Parent limited or Merger Sub otherwise affected by the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statementcommencement, disclosure, announcement, or submission of any amendment Acquisition Proposal. The Company agrees that, unless this Agreement has been terminated in accordance with Section 9.1, it shall not submit to the vote of the Company Shareholders any Acquisition Proposal or supplement theretoAcquisition Transaction prior to the vote of the Company Shareholders with respect to this Agreement and the Merger at the Company Shareholders Meeting. The Company shall, or any comments thereon or any other filing upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Shareholder Meeting (unless otherwise agreed to by Parent) as to the aggregate tally of proxies received by the Company with the SEC or any other Governmental Authority, with respect to such disclosurethe Company Shareholder Approval. Without the prior written consent of Parent, the Company Shareholder Approval shall be the only matter (other than procedural matters or the approval of certain compensation arrangements in connection with the Merger) which the Company shall propose to be acted on by the Company Shareholders at the Company Shareholder Meeting. (c) If at any time prior to The Company shall not permit the Effective Time any event adjournment or circumstance relating to postponement of the Company Shareholders Meeting without the prior written consent of Parent, unless otherwise ordered by any Government Authority or Parent required pursuant to applicable Law or any of the Company’s or Parent’s Subsidiariesorganizational documents; provided, or their respective officers or directorshowever, is discovered by the Company or Parentthat if Parent so requests, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file adjourn or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to postpone the Company ShareholdersShareholders Meeting for a period of up to fourteen (14) days. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the a record date for the Company Shareholders Shareholder Meeting, the Company shall not change such record date or establish a different record date for the Company Shareholder Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)Parent, unless required to do so by applicable Law. In Law (including, in the event that the date of the Company Shareholders Shareholder Meeting as originally called is for any reason adjournedadjourned or postponed in accordance with this Section 5.7(c), postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement by implementing such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Shareholder Meeting, as so adjournedadjourned or postponed, postponed or delayed, except as required by to the extent permissible under applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, ). (d) One Business Day after the Company shall submit this Agreement and approval of the Merger to its by the Company’s shareholders at the Company Shareholders Meeting, even if the Company Board shall (or a committee thereofin accordance with Section 317(b) has effected a Company Board Recommendation Change. Notwithstanding of the foregoing, Israeli Companies Law) inform the Company may adjourn or postpone Israeli Companies Registrar of the decision of the Company Shareholders Meeting as and with respect to the extent required by applicable LawMerger.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this AgreementSubject to Section 5.5, the Company shall (i) take all necessary actions in accordance with applicable Law, the organizational documents of the Company and the applicable rules of the NASDAQ to establish a record date for, duly call, give notice of of, convene and convene a special meeting of its shareholders (hold the “Company Shareholders Meeting”) Meeting as promptly as reasonably practicable after confirmation by the SEC that the SEC has no further comments on the Proxy Statement, for the purpose of obtaining the Company Shareholder 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) voting on the approval and adoption of this Agreement and all transactions contemplated thereby the Merger, which such Company Shareholders Meeting shall be held on a date selected by the Company in consultation with Parent and (ii) in accordance with Section 14A of the Director Proposal shall be the only matters (other than procedural matters) which the Company shall propose Exchange Act, seeking advisory approval of a proposal in connection with a non- binding, advisory vote to be acted on by the shareholders at the Company Shareholders Meeting. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish approve certain compensation that may become payable to the SEC on Form 6-K a proxy statement for Company’s named executive officers in connection with the Company Shareholders Meeting (consummation of the “Proxy Statement”)Merger. The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 Company Shareholders entitled to vote at the Company as promptly as practicable following its filing date. Prior Shareholders Meeting, and comply with all legal requirements applicable to the mailing of the Proxy Statement, unless the Company Board 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 filingsthe Company Shareholders Meeting. Subject to Section 5.5, and (y) shall not unreasonably refuse to include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that the Company shall have no obligation use its reasonable best efforts to include any such comments to the extent that submit this Agreement for adoption by the Company determines in good faith, in consultation with its outside counsel, 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 Shareholders 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 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 scheduledand obtain the Requisite Company Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Shareholder Approvalmay adjourn, whether recess, reconvene 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 postpone the Company Shareholders Meeting if (x) after consultation with Parent, the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is not postponed required by applicable Law to postpone or adjourned to a date that is in the aggregate more than twenty (20) days after the date for which adjourn 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 within a reasonable amount of information which is material to shareholders voting at time in advance of the Company Shareholders Meeting and to give or (y) after consultation with Parent, if as of the time for which 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 Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Company Common Shares so voted. At present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) . Notwithstanding the foregoing or anything else herein to the contraryforegoing, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheldParent, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, will not be postponed or otherwise delayedadjourned with respect to clause (y) of this Section 5.3, by more than 30 calendar days after the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone on which the Company Shareholders Meeting as and was (or was required to the extent required by applicable Lawbe) originally scheduled.

Company Shareholders Meeting. The Company, acting through the Company Board (aor a committee thereof), shall (i) As as soon as reasonably practicable following confirmation by the date SEC (or the staff of this Agreement, the Company shall (iSEC) establish that it has no further comments on the Proxy Statement take all action necessary to set a record date for, duly call, give notice of of, convene and convene hold a special meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, and (ii) publish the notice of the Company Shareholders Meeting (with the proxy card required under the ICL andsubject to Section 6.4, 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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 the Company Recommendation and use its reasonable best efforts to obtain the Company Shareholder Approval. The Company shall cause the Proxy Statement to be mailed or made available to the shareholders of the Company as promptly as practicable following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 shareholders of the Company. Notwithstanding the foregoing provisions of this ‎Section 7.3(a), if, on a record date established 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file after the date on which the SEC (or furnish any necessary amendment or supplement to the staff of the SEC) confirms that it has no further comments on the Proxy Statement Statement. Unless the Agreement has been duly terminated in accordance with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meetingterms herein, the Company shall not change such record date or establish a different record date without shall, subject to the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date right of the Company Shareholders Meeting as originally called is for any reason adjournedBoard to modify its recommendation in a manner adverse to Parent under the circumstances specified in Section 6.4(d), postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay solicit from the shareholders of the Company proxies in such a way favor of the proposal to adopt this Agreement and approve the Merger and the Transactions and to secure the Company Shareholder Approval (it being understood that the Company does foregoing shall not establish a new record date for require the Company Shareholders MeetingBoard to recommend in favor of the adoption of this Agreement, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated if a Change of Recommendation has been effected in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation ChangeSection 6.4(d)). Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders Meeting as and (i) after consultation with Parent, if the Company believes in good faith that it is necessary to ensure that any legally required supplement or amendment to the extent required 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 Company Common Stock represented (either in person or by applicable Lawproxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this AgreementThe Company shall, in accordance with applicable Law and the Company shall (i) establish a record date forCharter and the Company Bylaws, duly call, give notice of of, convene and convene a special meeting of its shareholders (hold the “Company Shareholders Meeting”) Meeting as promptly as reasonably practicable after the date that the Proxy Statement is cleared by the SEC for the purpose of obtaining the Company Shareholder Approval, the Special Shareholder Approval and (ii) publish the notice Company Charter Amendment Approval. Except as is reasonably likely to be required by the duties of the Company Shareholders Meeting (with the proxy card required Board 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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 the recommendation of the Company Board that Company’s shareholders approve the Merger, the Company Charter Amendment and the other transactions contemplated hereby (the “Recommendation”) 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 following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 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 the Special Shareholder Approval and the Company Charter Amendment Approval and to take all other reasonable actions necessary or not a quorum is presentadvisable to secure the Company Shareholder Approval, the Special Shareholder Approval and the Company shall have the right to make one or more successive postponements or adjournments Charter Amendment Approval. Except in accordance with this Article 6, none of the Company Shareholders Meeting; provided that Board nor any committee thereof, including the Company Shareholders Meeting is not postponed Special Committee, shall (a) withhold, withdraw, modify, change or adjourned qualify in a manner adverse to a date that is Acquiror in any material respect, or publicly propose to withdraw, the aggregate more than twenty (20) days after the date for which the Company Shareholders Meeting was originally scheduled (other thanRecommendation, 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding fail to include the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, Recommendation in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at knowingly take any time prior to the Effective Time other action or knowingly make any event or circumstance relating to the Company or Parent or other public statement that is inconsistent in any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth material respect with such Recommendation (any action described in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. this clause (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayeda), unless required (b) or (c) being referred to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board “Recommendation ChangeWithdrawal”). Notwithstanding the foregoing, (x) nothing contained in this Agreement shall prevent the Company may adjourn or postpone the Company Shareholders Meeting as Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders) or from making any legally required disclosure to shareholders with regard to an Acquisition Proposal and (y) any “stop-look-and-listen” communication by the Company or the Company Board to the extent required by applicable Lawshareholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the shareholders of the Company) shall not be considered a Recommendation Withdrawal.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) establish a record date for, The Company shall take all action necessary to duly call, give notice of of, convene and convene a special meeting of its shareholders (hold the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, and (ii) publish the notice of the Company Shareholders 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. As as soon as reasonably practicable (and in any event within forty-five (45) days) following the date of this Agreement (for the purpose of approving and in any event within fifteen (15) Business Days)authorizing this Agreement, the Company shall prepare Plan of Merger and furnish to the SEC on Form 6-K a proxy statement for transactions contemplated hereby by the Company Shareholders Meeting (the “Proxy Statement”)shareholders. The Company shall otherwise comply with the notice requirements applicable Subject to the Company in respect of 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 ChangeSection 6.04, the Company shall include the Company Board Recommendation in the Proxy Statement the Company Recommendation and use its reasonable best efforts to cause obtain the Requisite Company Vote. The Company may adjourn the Shareholders’ Meeting only with the consent and/or on the direction of the Shareholders’ Meeting in accordance with the 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 mailed or made available 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 promptly of the time for which the Shareholders’ Meeting is scheduled as practicable following its filing date. Prior to the mailing of set forth in the Proxy Statement, unless there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the Company Board has effected a Company Board Recommendation Change, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts business of the Proxy Statement and related correspondence and filings, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 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 Shareholders’ Meeting; provided that the Company Shareholders Shareholders’ Meeting is may not postponed or be adjourned to a date later than the date that is in the aggregate more than twenty forty-five (2045) days after the date for which the Company Shareholders 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 in the Proxy Statement is provided or made available first mailed 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s . If the date of the Shareholders’ Meeting or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant matters to be considered for approval at the Exchange Act, should be Shareholders’ Meeting are changed from the information set forth in an amendment or a supplement the Proxy Statement following the delivery of the Proxy Statement to the Proxy Statementshareholders, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish deliver notice of any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even changes if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required under applicable Law and the memorandum and articles of association of the Company in compliance with Section 6.01(a). (ii) Parent may request that the Company adjourn the Shareholders’ Meeting for up to forty-five (45) days (but in any event no later than five (5) Business Days prior to the Outside Date), after consultation with the Company, in order to allow reasonable additional time for (A) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (B) such supplemental or amended disclosure to be disseminated and reviewed by applicable Lawthe Company’s shareholders prior to the Shareholders’ Meeting, in which event the Company shall, in each case, cause the Shareholders’ Meeting to be adjourned in accordance with Parent’s request.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the The Company shall (i) establish a record date for, take all action necessary to duly call, give notice of of, convene and convene a special meeting of its shareholders (hold the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, and (ii) publish the notice of the Company Shareholders 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. As as soon as reasonably practicable following the date of this Agreement (for the purpose of approving and in any event within fifteen (15) Business Days)authorizing this Agreement, the Plan of Merger and the transactions contemplated hereby by the Company shareholders; provided that the Company shall prepare and furnish not be required to hold the SEC on Form 6-K a proxy statement for the Company Shareholders Shareholders’ Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 until after the publication of Controlling Shareholder has obtained the notices regarding the Company Shareholders MeetingsV1 Shareholders’ Approval. Unless the Company Board has effected a Company Board Recommendation ChangeSubject to Section 6.04, the Company shall include the Company Board Recommendation in the Proxy Statement the Company Recommendation and use its reasonable best efforts to cause obtain the Proxy Statement to be mailed or made available to Requisite Company Vote. The Company may adjourn the shareholders of the Company as promptly as practicable following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, the Company Shareholders’ Meeting (xi) shall provide Parent after consultation with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 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 Company’s shareholders within a reasonable amount of information which is material to shareholders voting at time in advance of the Shareholders’ Meeting, (ii) if in the good faith judgment of the Company Shareholders Meeting and Board, after consultation with its outside legal counsel, a failure to give effect such adjournment would be reasonably likely to constitute a breach of the Company Shareholders sufficient time Board’s fiduciary duties under applicable Law; (ii) such adjournment is desirable to evaluate any such supplement obtain the Requisite Company Vote, or amendment or other information). In the event that Parent or any Person listed in Section 320(c(iii) if as of the ICL casts any votes time for which the Shareholders’ Meeting is scheduled as set forth in respect of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, there are insufficient Shares represented (in person or any amendment or supplement thereto, or any comments thereon or any other filing by proxy) to constitute a quorum necessary to conduct the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any business of the Company’s Shareholders’ Meeting. If the date of the Shareholders’ Meeting or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant matters to be considered for approval at the Exchange Act, should be Shareholders’ Meeting are changed from the information set forth in an amendment or a supplement the Proxy Statement following the delivery of the Proxy Statement to the Proxy Statementshareholders, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish deliver notice of any necessary amendment or supplement to the Proxy Statement with the SEC and, such changes if and to the extent required by under applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub Law and the Company agrees to correct any information provided by it for use in memorandum and articles of association of the Proxy Statement which shall have become false or misleadingCompany. (db) Once In the event that subsequent to the V1 Shareholders’ Approval, the Company has established the record date for Board makes a Change in the Company Shareholders MeetingRecommendation, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall nevertheless submit this Agreement and the Plan of Merger to its the shareholders for approval and authorization at the Shareholders’ Meeting in accordance with this Section 6.02 unless this Agreement shall have been terminated in accordance with its terms prior to the Shareholders’ Meeting. (c) Parent may request that the Company Shareholders adjourn the Shareholders’ Meeting for up to forty-five (45) days (but in any event no later than five (5) Business Days prior to the Termination Date), (i) if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), the Controlling Shareholder has not convened a shareholders’ meeting to obtain the V1 Shareholders’ Approval or (ii) after consultation with the Company, in order to allow reasonable additional time for (A) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (B) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting, even if in which event the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding shall, in each case, cause the foregoing, the Company may adjourn or postpone the Company Shareholders Shareholders’ Meeting as and to the extent required by applicable Lawbe adjourned in accordance with Parent’s request.

Company Shareholders Meeting. (a) The Company shall establish a record date for determining shareholders of the Company entitled to vote at the Shareholders Meeting (the “Record Date”) in 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 the Company is required to do so by applicable Law or the Shareholders Meeting as originally called is adjourned or otherwise delayed pursuant to terms of this Agreement. As soon as reasonably practicable following after the date of this AgreementSEC 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 12 Business Days after such confirmation, the Company shall (i) establish a set the Record Date to determine holders of Shares entitled to vote on the Merger and inform the Depositary of said Record Date, (ii) request the Depositary to fix the ADR record date for, duly call, give notice of and convene a special meeting of its shareholders (the “Company Shareholders MeetingADR Record Date”) for as the purpose of obtaining same date as the Company Shareholder ApprovalRecord Date, and (iiiii) publish cause the notice of the Company Shareholders Meeting (with Depositary to arrange for the proxy card required under solicitation materials to be mailed to all registered and beneficial holders of ADSs as at the ICL andADR Record Date and set the cut-off time by which eligible holders of ADSs can submit voting instructions to the Depositary. Subject to ‎Section 6.02(b), for the sake of clarity, the regulations promulgated thereunder). Without without the prior written consent of Parent (which consent shall not be unreasonably withheldParent, conditioned or delayed), (i) the adoption authorization and approval of this Agreement Agreement, the Plan of Merger and all transactions contemplated thereby and (ii) the Director Proposal shall be Transactions, including the Merger, are the only matters (other than procedural matters) which the Company that shall propose be proposed to be acted on voted upon by the shareholders of the Company at the Company Shareholders Meeting. . (b) As soon as reasonably practicable following but in any event no later than thirty-five (35) days after the date of this Agreement (and in any event within fifteen (15) Business Days)mailing the Proxy Statement, the Company shall prepare hold the Shareholders Meeting. Subject to this ‎Section 6.02 and furnish to the SEC on Form 6-K a proxy statement for ‎Section 6.04, the Company Shareholders Meeting (Board shall recommend to holders of the “Shares that they authorize and approve this Agreement, the Plan of Merger and the Transactions, including the Merger, and shall include such recommendation in the Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 in accordance with applicable Law and the memorandum and articles of association of the Company to cause (i) solicit from its shareholders proxies in favor of the Proxy Statement authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, and (ii) take all other action necessary or advisable to secure the Requisite Company Vote. In the event that subsequent to the date hereof, the Company Board authorizes the Company to terminate this Agreement in accordance with the terms of this Agreement, the Company shall not be mailed required to convene the Shareholders Meeting or made available submit this Agreement, the Plan of Merger and the Transactions, including the Merger, to the holders of the Shares for authorization and approval at the Shareholders Meeting. Notwithstanding any Change in the Company Recommendation, unless this Agreement is terminated in accordance with its terms, (x) the Shareholders Meeting shall be convened and this Agreement shall be submitted to the shareholders of the Company as promptly as practicable following its filing date. Prior for approval at the Shareholders Meeting, and nothing contained herein shall be deemed to the mailing of the Proxy Statement, unless relieve the Company Board 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 filingssuch obligation, and (y) all other obligations of the parties hereto hereunder shall continue in full force and effect and such obligations shall not unreasonably refuse be affected by the commencement, public proposal, public disclosure or communication to include the Company of any Competing Proposal (whether or not a Superior Proposal). (c) Notwithstanding ‎Section 6.02(b), the Company may, after consultation in such drafts, correspondence and filings all comments reasonably proposed by good faith with Parent, provided that adjourn or recommend the Company shall have no obligation to include any such comments to the extent that the Company determines in good faith, in consultation with its outside counsel, 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 adjournment of the circumstances under which they are made, not misleading. If at any time prior Shareholders Meeting 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 its shareholders (i) if and to the extent required by applicable Law, cause the Special Committee determines in good faith that such amendment adjournment 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 postponement is scheduled, the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Shareholder Approval, whether necessary 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 advisable 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 holders of information which is material to shareholders voting at the Company Shareholders Meeting and to give the Company Shareholders sufficient Shares within a reasonable amount of time to evaluate any such supplement or amendment or other information). In the event that Parent or any Person listed in Section 320(c) advance 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if anyii) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent otherwise required by applicable Law, disseminate or (iii) if as of the information contained in such amendment or supplement to time for which the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use Shareholders Meeting is scheduled as set forth in the Proxy Statement which shall have become false Statement, there are insufficient Shares represented (in person or misleading. (dby proxy) Once to constitute a quorum necessary to conduct the Company has established business of the record date Shareholders Meeting or to vote in favor of the authorization and approval of this Agreement, the Plan of Merger, and the Transactions in order for the Requisite Company Shareholders MeetingVote to be obtained; provided, that in the Company shall not change such record date case of clauses (i) or establish a different record date (iii), without the prior written consent of Parent Parent, in no event shall the Shareholders Meeting (which consent shall not as so postponed or adjourned) be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event held on a date (A) that is more than thirty (30) days after the date for which the Shareholders Meeting was originally scheduled, or (B) that is less than five (5) Business Days before the Long Stop Date. The Company shall, upon Pxxxxx’s written request and at Parent’s direction, adjourn or postpone the Shareholders Meeting on up to two occasions for an aggregate period of up to ten (10) Business Days, (i) if as of the Company time for which the Shareholders Meeting is scheduled as originally called is for any reason adjournedset forth in the Proxy Statement, postponed there are insufficient Shares represented (either in person or otherwise delayedby proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or to vote in favor of the authorization and approval of this Agreement, the Company agrees that unless Parent shall have otherwise approved Plan of Merger, and the Transactions in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date order for the Requisite Company Shareholders MeetingVote to be obtained or (ii) in order to allow reasonable additional time for (A) the filing and mailing of, as so adjournedat the reasonable request of Parent, postponed any supplemental or delayed, except as amended disclosure that is required by applicable LawLaw and (B) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Unless this Agreement If the Shareholders Meeting is validly terminated in accordance with ‎ARTICLE IXadjourned, the Company shall submit this Agreement convene and hold the Merger Shareholders Meeting as soon as reasonably practicable thereafter, subject to its shareholders at the Company immediately preceding sentence. (d) At the Shareholders Meeting, even if and any other meeting of the shareholders of the Company Board called to seek the Requisite Company Vote or in any other circumstances upon which a vote, consent or other approval (or a committee thereofincluding by written consent) has effected a Company Board Recommendation Change. Notwithstanding the foregoingwith respect to this Agreement, the Company may adjourn Plan of Merger or postpone the Company Transactions is sought, Parent and/or Merger Sub shall vote, and shall cause the Rollover Shareholders Meeting to vote, all Shares held directly or indirectly by them as and of the date hereof, including the Rollover Shares pursuant to the extent required by applicable Lawterms of the Support Agreement, in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions.

Company Shareholders Meeting. (a) As Subject to Section 5.2, the Company shall, as soon as reasonably practicable following the date SEC’s clearance of this Agreement, the Company shall (i) Proxy Statement, take all actions necessary in accordance with the GBCC, applicable Law, its constituent documents and the rules of 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 of, convene and convene hold a special meeting of its shareholders the Company Shareholders for the purposes of considering and taking action upon the adoption of this Agreement and the 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 the Company Shareholders Meeting (i) 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 the purpose of obtaining a single period not to exceed ten Business Days to solicit additional proxies if necessary to obtain the Company Shareholder Approval, and or (iiiv) publish as required by applicable Law or a request from the notice SEC; provided, that without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), in no event will the Company Shareholders Meeting be delayed by more than 30 calendar days. The record date of the Company Shareholders Meeting (shall be selected by the Company after reasonable consultation with the proxy card required under the ICL and, for the sake of clarityParent. Unless there has been a Company Recommendation Change, the regulations promulgated thereunder). Company shall keep Parent reasonably apprised prior to the date of the Company Shareholders Meeting as to the aggregate tally of proxies received by the Company with respect to the Company Shareholder Approval. (b) Parent shall vote, or cause to be voted, all of the Shares then beneficially owned by it, Merger Sub or any of its other Subsidiaries and Affiliates in favor of the adoption of this Agreement. (c) Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (i) approval of the adoption of this Agreement and all transactions contemplated thereby and (ii) the Director Proposal shall be Merger is the only matters (matter, other than procedural mattersany say-on-golden parachute vote that may be required pursuant to Section 14A(b)(2) of the Exchange Act and Rule 14a-21(c) thereunder and a proposal to approve the adjournment of the Company Shareholders Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the Company Shareholders Meeting to obtain the Company Shareholder Approval, which the Company shall propose to be acted on by the shareholders at the Company Shareholders Meeting. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable Law.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the tenth Business Day after the date hereof, the Company (with Parent’s reasonable cooperation) shall (i) establish a record date for, duly call, give notice of of, convene and convene hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, and (ii) publish the such notice of the Company Shareholders Meeting Shareholder Meeting, which shall include a voting deed (with the proxy card (in Hebrew: Ktav Hatzbaa)) to vote such shareholder’s Company Shares, all in accordance with and as required under applicable Law, the ICL and, for the sake of clarity, and the regulations promulgated thereunder). Without thereunder and 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 Company’s Charter Documents and (iiiii) 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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of pursuant to the ICL, the Israeli Securities Law and the regulations promulgated under each, including the Charter Documents and any other applicable Law. (b) The initial date set for the Company Shareholders Meeting pursuant shall be no later than 35 days after publishing the notice of Company Shareholders Meeting. The Company shall include in the notice 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 Meeting the Company Board has effected a Company Board Recommendation Change, the Recommendation. 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 notice of the Company Shareholders Meeting to set forth all material information relating to the Company Shareholders’ decision to adopt and approve the Merger, this Agreement and the transactions contemplated hereby, including 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 and all other information required by applicable Law. (c) Parent shall furnish to the Company information as promptly required by applicable Law and as practicable following may be reasonably requested by the Company in connection with the preparation, filing and distribution of the notice of the Company Shareholders Meeting. The Company shall not include in the notice of the Company Shareholders Meeting any information with respect to the Parent or its filing dateAffiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion. The Company shall bear sole and exclusive responsibility with respect to the notice of Company Shareholders Meeting, other than for information about the Parent and its Affiliates provided by Parent to the Company in writing for the purpose of inclusion in the notice of Company Shareholders Meeting. (d) Prior to the mailing filing of the Proxy Statement, unless the notice of Company Board has effected a Company Board Recommendation ChangeShareholders Meeting, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement such notice and related correspondence and filings, and (y) shall not unreasonably refuse to 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 and (z) to the extent that practicable and not prohibited under applicable Law, the Company determines in good faith, in consultation with and its outside counselcounsel shall permit Parent and its outside counsel to participate in all communications, that if any, with the ISA or TASE, or their respective staff, as applicable (including such comments would result in the Proxy Statement containing an untrue statement of a material fact all meetings and telephone conferences) relating to this Agreement or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light any of the circumstances under which they are made, not misleading. transactions contemplated hereby. (e) 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 Statementnotice of Company Shareholders Meeting, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this ‎‎Section 7.3(a‎Section 7.3‎(e), 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. 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 . (f) The Company shall use commercially reasonable efforts to solicit from the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted shareholders proxies in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board Merger. (or a committee thereofg) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and (A) with Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed), or (B) without Parent's consent (i) to the extent required by applicable LawLaw (ii) to the extent necessary to ensure that any supplement or amendment to the notice of Company Shareholders Meeting is provided to the Company Shareholders within a reasonable time in advance of the Company Shareholders’ Meeting, or (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum at the Company Shareholders’ Meeting or to obtain the Company Shareholder Approval, to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Company Shareholder Approval.

Company Shareholders Meeting. (a) As soon The Company shall, as promptly as reasonably practicable following after the date of this Agreementthe Registration Statement is declared effective, take all action necessary, including as required by and in accordance with the WBCL, the Restated Articles of Incorporation of the Company shall (i) establish a record date for, and the Bylaws of the Company to duly call, give notice of of, convene and convene hold a special meeting of its shareholders the Company Shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the requisite approval of its shareholders (the “Company Shareholder Approval”). The Company and the Company Board will use their reasonable best efforts to obtain from its shareholders the votes in favor of the adoption of this Agreement required by the WBCL and otherwise, including by recommending that the Company Shareholders vote in favor of this Agreement, and the Company and the Company Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the Company Board’s recommendation to the Company Shareholders that the Company Shareholders vote in favor of the adoption and approval of this Agreement (an “Adverse Recommendation”). However, if, prior to the 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) publish the notice in each case it is reasonably likely that to continue to recommend this Agreement to its shareholders in light of the Company Shareholders Meeting (with the proxy card required such Acquisition Proposal or change or effect would result in a violation of its fiduciary duties under the ICL andWBCL, for the sake of claritythen, 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 in submitting 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. As soon , the Company Board may make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation (although the resolutions approving this Agreement as reasonably practicable following of the date hereof may not be rescinded or amended); provided, 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 amendment or modification thereof, or, in the event such action is taken by the Company Board in response to a change or effect of the type referred to above not involving an Acquisition Proposal, a description in reasonable detail such other change or effect) and (ii) at the end of such notice period, the Company 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 in light of such Acquisition Proposal or change or effect would result in a violation of its fiduciary duties under the WBCL. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 5.5 and will require a new notice period as referred to in any event within fifteen this Section 5.5. (15b) Business Days)Except in the case of an Adverse Recommendation, the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for adjourn or postpone the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 shareholders of the Company. Notwithstanding the foregoing provisions of this ‎Section 7.3(a)Meeting, if, on a date as of the time for which such 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 Company Shareholders Meeting is scheduledbusiness of such meeting, or if on the date of such meeting, the Company has not received proxies representing a sufficient number of Company Shares shares necessary to obtain the Company Shareholder Approval. Notwithstanding anything to the contrary herein, whether or not a quorum is presentunless this Agreement has been terminated in accordance with its terms, 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 shall be convened and this Agreement shall be submitted 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable Lawof such obligation.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) establish a record date for, duly call, and give notice of of, and, following the applicable notice period, convene and convene hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Requisite Shareholder 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)Shareholders’ Meeting, (iiii) 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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on under cover of Form 6-K a proxy statement for with respect to the Company Shareholders Meeting (the “Proxy Statement”). The Company shall ) and (iv) otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the applicable Law, including the ICL and the regulations promulgated thereunder and thereunder, the Charter DocumentsDocuments or any other applicable Law. Unless this Agreement is terminated pursuant to ‎‎ARTICLE IX or as Parent and the The Company may otherwise agree, the Company Shareholders Meetings Shareholders’ Meeting shall be held no later than 45 days after the publication of the notices regarding notice of the Company Shareholders MeetingsShareholders’ Meeting. Unless the Company Board has effected a Company Board Recommendation Change, the 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 or made available to the shareholders of the Company as promptly as practicable following the date on which it is furnished to the SEC. The Proxy Statement shall set forth all information relating to the Merger and this Agreement that would be material to the Company Shareholders’ decision as to whether to adopt and approve the Merger, this Agreement and the transactions contemplated hereby, including all information required by applicable Law. The Company shall not include in the Proxy Statement any information with respect to the Parent or its filing dateAffiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion. The Company shall bear sole and exclusive responsibility with respect to the Proxy Statement, other than for information about the Parent provided by Parent to Company in writing for the purpose of inclusion in the Proxy Statement. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse cooperate with Parent so as to aim to include in such drafts, correspondence and filings all comments reasonably proposed by Parent, provided that in any event, the Company shall have no obligation to include any such comments to the extent that the Company determines in good faith, in consultation with its outside counsel, 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 and its outside counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the SEC or FINRA, 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 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 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. 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contraryThe Company shall, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, through the Company shall not be required Board, use commercially reasonable efforts to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for solicit from the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date proxies in favor of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit approval of this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable LawMerger.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the tenth Business Day after the date hereof, the Company (with Parent’s reasonable cooperation) shall (i) establish a record date for, duly call, give notice of of, convene and convene hold a special meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, and (ii) publish the such notice of the Company Shareholders Meeting Shareholder Meeting, which shall include a voting deed (with the proxy card (in Hebrew: Ktav Hatzbaa)) to vote such shareholder’s Company Shares, all in accordance with and as required under applicable Law, the ICL and, for the sake of clarity, and the regulations promulgated thereunder). Without thereunder and 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 Company’s Charter Documents and (iiiii) 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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of pursuant to the ICL, the Israeli Securities Law and the regulations promulgated under each, including the Charter Documents and any other applicable Law. (b) The initial date set for the Company Shareholders Meeting pursuant shall be no later than 35 days after publishing the notice of Company Shareholders Meeting. The Company shall include in the notice 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 Meeting the Company Board has effected a Company Board Recommendation Change, the Recommendation. 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 notice of the Company Shareholders Meeting to set forth all material information relating to the Company Shareholders’ decision to adopt and approve the Merger, this Agreement and the transactions contemplated hereby, including 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 and all other information required by applicable Law. (c) Parent shall furnish to the Company information as promptly required by applicable Law and as practicable following may be reasonably requested by the Company in connection with the preparation, filing and distribution of the notice of the Company Shareholders Meeting. The Company shall not include in the notice of the Company Shareholders Meeting any information with respect to the Parent or its filing dateAffiliates, unless the form and content thereof shall have been consented to in writing by the Parent prior to such inclusion. The Company shall bear sole and exclusive responsibility with respect to the notice of Company Shareholders Meeting, other than for information about the Parent and its Affiliates provided by Parent to the Company in writing for the purpose of inclusion in the notice of Company Shareholders Meeting. (d) Prior to the mailing filing of the Proxy Statement, unless the notice of Company Board has effected a Company Board Recommendation ChangeShareholders Meeting, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement such notice and related correspondence and filings, and (y) shall not unreasonably refuse to 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 and (z) to the extent that practicable and not prohibited under applicable Law, the Company determines in good faith, in consultation with and its outside counselcounsel shall permit Parent and its outside counsel to participate in all communications, that if any, with the ISA or TASE, or their respective staff, as applicable (including such comments would result in the Proxy Statement containing an untrue statement of a material fact all meetings and telephone conferences) relating to this Agreement or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light any of the circumstances under which they are made, not misleading. transactions contemplated hereby. (e) 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 Statementnotice of Company Shareholders Meeting, such party shall inform the others thereof and the Company shall, in accordance with the procedures set forth in this ‎‎Section 7.3(aSection 7.3(e), 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. 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 . (f) The Company shall use commercially reasonable efforts to solicit from the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted shareholders proxies in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board Merger. (or a committee thereofg) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and (A) with Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed), or (B) without Parent’s consent (i) to the extent required by applicable LawLaw (ii) to the extent necessary to ensure that any supplement or amendment to the notice of Company Shareholders Meeting is provided to the Company Shareholders within a reasonable time in advance of the Company Shareholders’ Meeting, or (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum at the Company Shareholders’ Meeting or to obtain the Company Shareholder Approval, to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Company Shareholder Approval.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date The Company will take, in accordance with applicable Law and its articles of this Agreementincorporation and bylaws, the Company shall (i) establish a record date for, duly call, give notice of and all action necessary to convene a special meeting of its shareholders the holders of Shares (the “Company Shareholders Meeting”) for as promptly as reasonably practicable after the purpose of obtaining date the SEC staff advises that it has no further comments thereon and that the Company Shareholder Approvalmay commence mailing the Proxy Statement, to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, (iii) publish the notice Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Shareholders Meeting 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 (with provided that, unless agreed in writing by the proxy card required under the ICL andCompany and Parent, all such adjournments, recesses or postponements shall be for the sake periods of clarity, the regulations promulgated thereunder). Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (ino more than 10 Business Days each) 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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days)may adjourn, the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for recess, or postpone the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 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 shareholders of the Company for the amount of time required by Law in advance of the Company Shareholders or Meeting. Subject to permit dissemination of information which is material Section 6.2(f), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to shareholders obtain the Requisite Company Vote. (b) The Company agrees (i) to provide Parent with the written voting at reports it receives concerning proxy solicitation results on a timely basis and (ii) to use its reasonable best efforts to give written notice to Parent one Business Day prior to the Company Shareholders Meeting and to give on 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 Mergerday of, Parent shall disclose to the Company its interest in the Company Shares so voted. At the Company Shareholders Meetingbut prior to, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, of the status of the Requisite Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable LawVote.

Company Shareholders Meeting. Subject to Applicable Law, the rules and regulations of the Nasdaq and the Company’s certificate of incorporation and bylaws, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of the shareholders of the Company (athe “Company Shareholders’ Meeting”) As as soon as reasonably practicable following the date of this Agreement, the Company shall (i) establish a record date for, duly call, give notice of and convene 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 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 Form S-4 is declared effective by the shareholders at the Company Shareholders Meeting. As soon as reasonably practicable following the date of this Agreement SEC (and in any no event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 forty five (45) days after the publication commencement 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 following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse to 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 /Prospectus to the extent that Company’s shareholders) for the Company determines in good faith, in consultation with its outside counsel, that including such comments would result in purpose of voting upon the Proxy Statement containing an untrue statement adoption 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 shall, this Agreement 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 Delaware 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)foregoing, (a) if, on a the day immediately preceding the date for which the Company Shareholders 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 Shares Common Stock to obtain the Company Requisite Shareholder Approval, whether or not a quorum is present, the Company shall have may extend the right to make one or more successive postponements or adjournments date of the Company Shareholders Meeting; provided that Shareholders’ Meeting to the extent (and only to the extent) the Company Shareholders Meeting determines in good faith that such delay is not postponed or adjourned reasonably necessary in order to a date that is in the aggregate more than twenty (20) days after the date for which conduct business at the Company Shareholders Shareholders’ Meeting was originally scheduled or obtain proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Shareholder Approval, as applicable, (other than, any adjournments or postponements b) the Company may delay the Company Shareholders’ Meeting to the extent (and only to the extent) the Company determines in good faith that such delay is required by applicable Applicable Law, including adjournments or postponements to comply with comments made by the SEC with respect to the extent required under applicable Law Proxy Statement/Prospectus or the Form S-4, (c) the Company may delay the Company Shareholders’ Meeting to ensure that any required supplement or amendment to the Proxy Statement Statement/Prospectus required under Applicable Law is timely provided or made available to the Company Shareholders or to permit dissemination shareholders of information which is material to shareholders voting at the Company Shareholders Meeting and to give within a reasonable amount of time, in the good faith judgment of the Company Shareholders sufficient time to evaluate any such supplement or amendment or other information(after consultation with its outside counsel). In the event that Parent or any Person listed , in Section 320(c) advance of the ICL casts any votes in respect Company Shareholders’ Meeting, and/or (d) the Company may delay the Company Shareholders’ Meeting to the extent (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 shall solicit from shareholders of the Merger, Parent shall disclose to the Company its interest in the Company Shares so voted. At the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted proxies in favor of the approval adoption of this Agreement in accordance with Delaware Law and shall use its reasonable best efforts to secure the Merger Requisite Shareholder Approval at the Company Shareholders’ Meeting. Unless this Agreement is earlier terminated pursuant to Article VIII, the Company shall establish a record date for, call, give notice of, convene and hold the other transactions contemplated by Company Shareholders’ Meeting in accordance with this Agreement. Section 6.3, whether or not (bi) Notwithstanding the foregoing or anything else herein Company Board at any time subsequent to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding date hereof shall have effected a Company Board Recommendation Change relating or otherwise shall determine that this Agreement is no longer advisable or recommends that shareholders of the Company reject it or (ii) there occurs the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. The Company agrees that it shall not submit to the vote of the shareholders of the Company any Acquisition Proposal (whether or not a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any vote of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant shareholders with respect to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to adoption of this Agreement at the Company Shareholders’ Meeting. Each The notice of Parentsuch Company Shareholders’ Meeting shall state that a resolution to adopt this Agreement, Merger Sub a non-binding, advisory resolution to approve the compensation that may become payable to the Company’s named executive officers in connection with the Merger, and a resolution to adjourn the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not Shareholders’ Meeting will be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders considered at the Company Shareholders Shareholders’ Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable Law.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this AgreementSubject to Section 7.03(d) and Section 7.03(e), the Company shall (i) establish take, in accordance with applicable Law, its memorandum and articles of association and the rules of the NASDAQ, all action necessary to call, give notice of, set a record date for, duly call, give notice of and convene a special meeting of its shareholders (the “Company Shareholders Meeting”) Shareholders’ Meeting for the purpose of obtaining the Company Shareholder ApprovalApproval as promptly as reasonably practicable after the SEC confirms it has no further comments on the Schedule 13E-3 (including the Proxy Statement filed therewith as an exhibit); provided that the Company may postpone or adjourn the Company Shareholders’ Meeting (i) with the written consent of Parent, and (ii) publish if at the notice of time the Company Shareholders Shareholders’ Meeting proceeds to business there are insufficient Shares represented (with either in person or by proxy) to constitute a quorum necessary to conduct business at the proxy card required under the ICL andCompany Shareholders’ Meeting, or (iii) to allow reasonable time for the sake filing and mailing of clarity, the regulations promulgated thereunder). Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned any supplemental 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) amended disclosure which the Company shall propose Board has determined (acting upon recommendation of the Special Committee) in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be acted on disseminated and reviewed by the Company’s shareholders at prior to the Company Shareholders Shareholders’ Meeting. As soon as reasonably practicable following . (b) Unless there has been a Change in the date of this Agreement (and in any event within fifteen (15Company Recommendation pursuant to Section 7.03(d) Business Daysor Section 7.03(e), the Company Board shall prepare and furnish to the SEC on Form 6-K a proxy statement for make the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the applicable Law, including the ICL Recommendation 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 such 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 following its filing date. Prior to the mailing of the Proxy Statement, unless the Company Board 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, and (y) shall not unreasonably refuse to include in such drafts, correspondence and filings take all comments actions reasonably proposed by Parent, provided that the Company shall have no obligation to include any such comments to the extent that the Company determines in good faith, in consultation with its outside counsel, 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 accordance with applicable Law and the statements therein, in light memorandum and articles 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 association of 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 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 solicit the Company Shareholder Approval. For the avoidance of doubt, whether in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation and/or authorizes the Company to terminate this Agreement pursuant to Section 7.03(d) or not a quorum is presentSection 7.03(e), the Company shall have (if so permitted by the right to make one or more successive postponements or adjournments memorandum and articles of association 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 (20Company) 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to convene the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false ’ Meeting or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable Lawholders of the Shares for approval.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, The Company shall take all action necessary under the Company shall (i) establish a record date for, duly Constituent Documents and all applicable Legal Requirements to call, give notice of of, convene and convene duly hold a special meeting of its shareholders the holders of Company Common Stock (the “Company Shareholders Shareholders’ Meeting”) for the purpose of obtaining the Company Shareholder Approvalto consider, act upon 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) vote upon the adoption and approval of this Agreement and all transactions contemplated thereby and (ii) approval of 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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”)Merger. The Company shall otherwise comply Shareholders’ Meeting will be held as promptly as practicable. (b) The Company will prepare and file with the notice requirements applicable SEC under the Exchange Act, and distribute to the Company shareholders in respect of connection with the Company Shareholders Meeting pursuant to Shareholders’ Meeting, the Proxy Statement in compliance with all 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 Legal Requirements and the Company may otherwise agree, the Constituent Documents. 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 will use its best efforts to have the Proxy Statement and use its reasonable best efforts to cause cleared by the Proxy Statement to be mailed or made available to the shareholders of the Company SEC as promptly as practicable following its filing datepracticable. Prior to Parent, Merger Sub and the mailing Company will cooperate with each other in the preparation of the Proxy Statement, unless and the Company Board has effected a Company Board Recommendation Change, shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company (x) or any representative of the Company and the SEC with respect thereto. The Company shall provide give Parent with and its counsel a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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, including all amendments and supplements thereto, prior to such party shall inform the others thereof and the Company shall, in accordance documents being filed with the procedures set forth in this ‎‎Section 7.3(a), prepare such amendment SEC or supplement as soon thereafter as is reasonably practicable and disseminated to the extent required by applicable LawCompany’s shareholders and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, cause such amendment or supplement to be promptly distributed to sent to, the shareholders SEC. Each 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 the Company Shareholders Meeting, Parent and Merger Sub shall agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause any Company Shares owned by them the Proxy Statement and their Affiliates (if any) all required amendments and supplements thereto to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein mailed to the contrary, and subject Company’s shareholders entitled to compliance with the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, vote at the Company shall not be required to provide to Shareholders’ Meeting at the earliest practicable time. Parent or and Merger Sub will promptly supply to the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate Company in any discussions with the SEC or any other Governmental Authority regarding writing, for inclusion in the Proxy Statement, or all information concerning Parent and Merger Sub required by any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect applicable Legal Requirements to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth included in an amendment or a supplement to the Proxy Statement. The Company, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, and Merger Sub and the Company agrees agree to promptly correct any information provided by it any of them for use in the Proxy Statement which shall have become false or misleadingmisleading in any respect. (c) Subject to the provisions of Section 4.5(b) and (c), below, the Company shall use its commercially reasonable efforts to solicit from shareholders of the Company proxies in favor of the approval and adoption of this Agreement, the transactions contemplated herein, and the Merger and to take all other actions reasonably necessary to secure such vote as promptly as practicable prior to the Termination Date. (d) Once Subject to the provisions of Section 4.5(b) and (c), below, the Board of Directors of the Company shall unanimously recommend that the Company’s shareholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Shareholders’ Meeting (the “Company Recommendation”). The Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has established unanimously recommended that the record date for Company’s shareholders vote in favor of and adopt and approve this Agreement, and approve the Merger at the Company Shareholders Meeting, Shareholders’ Meeting and the Company Recommendation shall not change such record date subsequently be withdrawn or establish a different record date without the prior written consent of modified in any manner adverse to Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayedMerger Sub, except as required by applicable Law. Unless this Agreement is validly terminated provided in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable LawSection 4.5(c).

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the The Company shall (i) establish a record date for, duly call, give notice of call and convene a special meeting of its shareholders (hold the “Company Shareholders Meeting”) Shareholders' Meeting as promptly as practicable for the purpose of obtaining voting upon the approval of the Company Shareholder ApprovalCharter Amendment, this Agreement (including the principal terms hereof) and the Merger; it being expressly understood that the shareholder approval of the Merger and the shareholder approval of the Company Charter Amendment shall be contingent upon each other, (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. As soon as reasonably practicable following the date of this Agreement (and in any event within fifteen (15) Business Days), the Company shall prepare and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 hold the Company Shareholders' Meeting as promptly soon as practicable following its filing date. Prior to after the mailing of date on which the Proxy Statement, unless the Company Board has effected a Company Board Recommendation Change, the Company Registration Statement becomes effective and (xiii) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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, hold 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 shareholders of the Company. Notwithstanding the foregoing provisions of this ‎Section 7.3(a), if, on a date for which the Company Shareholders 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) within 45 days after the date for on which the Registration Statement becomes effective. The Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements shall use its reasonable best efforts 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 solicit from its 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted proxies in favor of the approval of the Merger and this Agreement (including the other transactions contemplated by this Agreement. (b) Notwithstanding the foregoing or anything else herein to the contraryprincipal terms hereof), and subject shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required by the CGCL, to obtain such approvals, in each case in compliance with applicable Laws. Parent Stockholders' Meeting. Parent shall (i) call and hold the terms of ‎‎Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall Stockholders' Meeting as promptly as reasonably practicable file or furnish any necessary amendment or supplement to for the Proxy Statement with purpose of obtaining the SEC and, to approval of the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub Share Issuance and the Company agrees to correct any information provided Parent Charter Amendment by it for the Parent stockholders, (ii) use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use its reasonable best efforts to implement hold the Parent Stockholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective and (iii) shall in any event hold such adjournment 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 postponement advisable to secure the vote or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as consent of stockholders required by the NASD Rule, to obtain such approval in compliance with applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable LawLaws.

Company Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but in no event later than the fifth (5th) Business Day after the date hereof, the Company shall (i) establish a record date for, duly call, give notice of and convene 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 Meeting (with the proxy card required under the ICL and, for the sake of clarity, the regulations promulgated thereunder“Notice Date”). 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. As soon as reasonably practicable following the date of this Agreement Agreement, but in no event later than the fifteenth (and in any event within fifteen (1515th) Business Days)day after the date of the notice of the Company Shareholders Meeting, the Company shall prepare and file with the ISA and furnish to the SEC on Form 6-K a proxy statement for the Company Shareholders Meeting (the “Proxy Statement”). The Company shall otherwise comply with the notice requirements applicable to the Company in respect of 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 Article IX or as Parent and the Company may otherwise agree, the Company Shareholders Meetings Meeting shall be held no later than 45 days the first Business Day following the fortieth (40th) day after the publication of the notices regarding the Company Shareholders MeetingsNotice 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 in the Proxy Statement Recommendation”) 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 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 Parent prior to such inclusion and Parent agrees to provide any such information required to be so included under applicable Law (not to be unreasonably withheld, conditioned or delayed). 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 and related correspondence and filings, and (y) shall not unreasonably refuse to 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 determines in good faith, in consultation with its outside counsel, 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 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 (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 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 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. 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 the Company Shareholders Meeting, Parent and Merger Sub shall cause any Company Shares owned by them and their Affiliates (if any) to be voted in favor of the approval of the Merger and the other transactions contemplated by this Agreement. (b) Unless the Company Board (or a committee thereof) has effected a Company Board Recommendation Change, the Company shall, through the Company Board, use commercially reasonable efforts to solicit from the Company shareholders proxies in favor of the approval of this Agreement. (c) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of ‎‎Section Section 5.3, in connection with any disclosure regarding a Company Board Recommendation Change relating to a Superior Proposal or an Acquisition Proposal, the Company shall not be required to provide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) or permit Parent or Merger Sub to participate in any discussions with the SEC SEC, the ISA or any other Governmental Authority regarding the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC SEC, the ISA or any other Governmental Authority, with respect to such disclosure. (c) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others and the Company shall as promptly as reasonably practicable file or furnish any necessary amendment or supplement to the Proxy Statement with the SEC and, to the extent required by applicable Law, disseminate the information contained in such amendment or supplement to the Company Shareholders. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. (d) Once the Company has established the record date for the Company Shareholders Meeting, the Company shall not change such record date or establish a different record date without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. In the event that the date of the Company Shareholders Meeting as originally called is for any reason adjourned, postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Shareholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with ‎ARTICLE IX, the Company shall submit this Agreement and the Merger to its shareholders at the Company Shareholders Meeting, even if the Company Board (or a committee thereof) has effected a Company Board Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Shareholders Meeting as and to the extent required by applicable LawLaw or to allow for additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval.