Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. The Company shall, as soon as practicable following execution of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy Statement, duly call, give notice of, convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”), to be held as soon as reasonably practicable after the date hereof, for the purpose of considering and taking action upon the adoption of this Agreement and the Amalgamation. The Company shall: (i) through its Board of Directors, recommend to its shareholders that they adopt this Agreement and the Company shall include such recommendation in the Proxy Statement; and (ii) use commercially reasonable efforts to solicit from its shareholders proxies in favor of the adoption of this Agreement and the Amalgamation and pursuant to the Proxy Statement and shall take all other actions necessary or advisable to secure the vote or consent of shareholders required by the Companies Act for the Company to effect the Amalgamation; provided, however, that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject to the requirements of applicable Law, its obligations pursuant to this Section 7.01(a) shall not be affected by the commencement, public disclosure or communication to the Company of any Acquisition Proposal or Company Competing Transaction.

Company Shareholders Meeting. The Subject to the provisions of Section 6.04 and 9.01 herein, Company shall, as soon as practicable following execution of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy Statement, duly call, give notice of, convene shall call and hold a special meeting of its shareholders (the “Company Shareholders Meeting”), to be held Shareholders' Meeting as soon promptly as reasonably practicable after the date hereof, hereof for the purpose of considering and taking action voting upon the adoption approval of this Agreement and the AmalgamationMerger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective. The Company shall: (i) through Unless Company's board of directors has withdrawn its Board recommendation of Directors, recommend to its shareholders that they adopt this Agreement and the Merger in compliance with Section 6.04, Company shall include such recommendation in the Proxy Statement; and (ii) use commercially all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Amalgamation and Merger pursuant to the Proxy Statement and shall take all other actions action necessary or advisable to secure the vote or consent of shareholders required by New York Law or applicable other stock exchange requirements to obtain such approval. Company shall take all other action necessary or, in the Companies Act for the Company reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the Amalgamation; providedMerger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, however, that the Board of Directors of Company shall call and hold the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts Shareholders' Meeting for the purpose of voting upon the approval and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on adoption of this Agreement and the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject Merger whether or not Company's board of directors at any time subsequent to the requirements of applicable Law, its obligations pursuant to date hereof determines that this Section 7.01(a) shall not be affected by the commencement, public disclosure Agreement is no longer advisable or communication to the Company of any Acquisition Proposal or Company Competing Transactionrecommends that Company's shareholders reject it.

Company Shareholders Meeting. The Company shall, as soon as practicable following execution of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy Statement, duly call, give notice of, convene shall call and hold a special meeting of its shareholders (the “Company Shareholders Meeting”), to be held Meeting as soon promptly as reasonably practicable after the date hereof, on which the Registration Statement becomes effective for the purpose of considering and taking action upon obtaining the adoption Requisite Approval, which shall include the approval of this Agreement and the AmalgamationSecond Merger. The Company shall: (i) through its Board of Directors, recommend to its shareholders that they adopt this Agreement shall consult with Kcompany in fixing the record date for the Company Shareholders Meeting and the date of the Company Shareholders Meeting, give notice to Kcompany of the Company Shareholders Meeting and allow Xxxxxxxx’s representatives and legal counsel to attend the Company Shareholders Meeting. The Company will ensure that all proxies solicited in connection with the Company Shareholders Meeting are solicited in compliance with all applicable Laws. The Company shall include such recommendation in the Proxy Statement; and (ii) use commercially its reasonable best efforts to solicit obtain the Requisite Approval at the Company Shareholders Meeting, including by soliciting from its shareholders proxies as promptly as possible in favor of the adoption of this Agreement and the Amalgamation and pursuant to the Proxy Statement Requisite Approval, and shall take all other actions action necessary or advisable to secure the required vote or consent of shareholders required by the Companies Act for the Company to effect the Amalgamation; provided, however, that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamationits shareholders. The Company agrees that, except as permitted by Section 6.05 and subject to the requirements of applicable Law, its obligations pursuant to this Section 7.01(a) shall not be affected by the commencement, public disclosure or communication send meeting materials to the Company Shareholders which shall seek the Requisite Approval and shall include in all such meeting materials a statement to the effect that the Company Board has unanimously recommended that the Company Shareholders vote in favor of any Acquisition Proposal or Company Competing Transactionthe Requisite Approval.

Company Shareholders Meeting. The Subject to the provisions of Section 9.01 herein, Company shall, as soon as practicable following execution of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy Statement, duly call, give notice of, convene shall call and hold a special meeting of its shareholders (the “Company Shareholders Meeting”), to be held Shareholders' Meeting as soon promptly as reasonably practicable after the date hereof, hereof for the purpose of considering and taking action voting upon the adoption approval of this Agreement and the AmalgamationMerger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Statement is mailed to Company's shareholders. The Company shall: (i) through its Unless Company's Board of Directors, recommend to Directors has withdrawn its shareholders that they adopt recommendation of this Agreement and the Merger in compliance with Section 6.04, Company shall include such recommendation in the Proxy Statement; and (ii) use commercially all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Amalgamation and Merger pursuant to the Proxy Statement and shall take all other actions action necessary or advisable to secure the Company Shareholder Approval. Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by the Companies Act for the Company applicable Law and Company's certificate of incorporation and bylaws to effect the Amalgamation; providedMerger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, however, that the Board of Directors of Company shall call and hold the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts Shareholders' Meeting for the purpose of voting upon the approval and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on adoption of this Agreement and the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject Merger whether or not Company's Board of Directors at any time subsequent to the requirements of applicable Law, its obligations pursuant to date hereof determines that this Section 7.01(a) shall not be affected by the commencement, public disclosure Agreement is no longer advisable or communication to the Company of any Acquisition Proposal or Company Competing Transactionrecommends that Company's shareholders reject it.

Company Shareholders Meeting. The Company shall, as soon as practicable following execution of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy Statement, duly shall call, give notice of, convene and hold a special meeting of its shareholders (the “Company Shareholders Shareholders’ Meeting”), to be held ) as soon promptly as reasonably practicable in accordance with applicable Law after the date hereof, the Proxy Statement is cleared by the SEC for the purpose of considering and taking action upon obtaining Shareholder Approval of the adoption Company Merger. Unless this Agreement shall have been terminated in accordance with Section 7.1, the Company shall hold the Company Shareholders’ Meeting regardless of whether the Company Board has withdrawn, qualified or modified its approval or recommendation of this Agreement and the Amalgamation. The Company shall: (i) through its Board of Directors, recommend to its shareholders that they adopt this Agreement and or the Company shall include such recommendation in Merger. Subject to Section 5.6, the Proxy Statement; and (ii) Company will use commercially reasonable efforts to solicit or cause to be solicited from its shareholders proxies in favor of the adoption of this Agreement and the Amalgamation and pursuant to the Proxy Statement and shall take all other actions necessary or advisable to secure the vote or consent of shareholders required by the Companies Act for the Company to effect the Amalgamation; provided, however, that the Board of Directors approval of the Company Merger. Notwithstanding anything to the contrary herein, at any time at or prior to the Company Shareholders’ Meeting, the Company may fail adjourn or postpone the Company Shareholders’ Meeting (a) to make the extent the Company Board determines in good faith, after consultation with its outside legal advisors, that such adjournment or may withdrawpostponement is required to comply with applicable Law or the rules or regulations of the NYSE, modify or change such recommendation and/or may fail (b) subject to use such commercially reasonable efforts and take other actions if the Board shall have determined in accordance compliance with Section 6.05 5.6, in response to an Acquisition Proposal as to which the Company Board has made the determination set forth in Section 5.6.2 that a Company Competing Transaction constitutes such Acquisition Proposal is or could reasonably be expected to lead to a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject to the requirements of applicable Law, its obligations pursuant to this Section 7.01(a) shall not be affected by the commencement, public disclosure or communication required to hold the Company of any Acquisition Proposal or Shareholders’ Meeting if this Agreement is terminated before the Company Competing TransactionShareholders’ Meeting is held.

Company Shareholders Meeting. The Company shall, as soon promptly as reasonably practicable following execution the date of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy StatementAgreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”); provided that the Company shall not be required to call, give notice of, convene, set the record date for and hold the Company Shareholder Meeting until the Proxy Statement shall have been filed with the SEC, and shall use its commercially reasonable efforts to be held cause such meeting to occur as soon promptly as reasonably practicable after practicable; provided further that the Company shall have the right to change the record date hereof, or meeting date for the purpose Company Shareholder Meeting to such dates as are necessary to comply with the provisions of considering and taking action upon the adoption by-laws of this Agreement the Company, the DGCL and the AmalgamationExchange Act. The At such Company shall: (i) through its Board of DirectorsShareholders Meeting, recommend the Company shall make the Company Recommendation to its shareholders that they adopt this Agreement shareholders, and the Company shall include such recommendation in the Proxy Statement; and (ii) use all commercially reasonable efforts to solicit from its shareholders proxies in favor of the adoption approval of this the Charter Amendment, the Investment Advisory Agreement and the Amalgamation and pursuant to issuance of the Proxy Statement and shall take all other actions necessary or advisable to secure the vote or consent of shareholders required by the Companies Act for the Company to effect the AmalgamationPurchased Stock; provided, however, that the Company shall not be obligated to recommend to its shareholders the approval of the Charter Amendment, the Investment Advisory Agreement and the issuance of the Purchased Stock at the Company Shareholders Meeting or solicit proxies in favor of such approval to the extent that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall have determined has duly made a Change in Recommendation in accordance with Section 6.05 5.7; provided, further, that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on unless this Agreement and is validly terminated, the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject shall nevertheless submit this Agreement to the requirements of applicable Law, its obligations pursuant to this Section 7.01(a) shall not be affected by the commencement, public disclosure or communication to Company’s shareholders for adoption at the Company of any Acquisition Proposal or Company Competing TransactionShareholders Meeting.

Company Shareholders Meeting. (a) The Company shall, as soon promptly as practicable following execution the date of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy StatementAgreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of its shareholders (the “Company Shareholders Shareholders’ Meeting”)) for the purpose of obtaining Company Shareholder Approval, regardless of whether the Company Board determines at any time that this Agreement or the Merger is no longer advisable or recommends that the shareholders of the Company reject this Agreement or the Merger or otherwise modifies its recommendation of the Merger, in all cases subject to its rights under Section 6.5. The Company shall cause the Company Shareholders’ Meeting to be held as soon promptly as reasonably practicable after following the date hereof, for the purpose of considering and taking action upon the adoption of this Agreement and the AmalgamationAgreement. The Company shall: (i) , through its Board of Directorsthe Company Board, recommend to its shareholders that they adopt and approve this Agreement and the Company Merger, and shall include such recommendation in the Proxy Statement; and , in each case subject to its rights under Section 6.5. (iib) The Company shall use commercially reasonable efforts to hold the Company Shareholders’ Meeting as soon as practicable after the date on which the Proxy Statement is approved or otherwise cleared by the SEC. Except as otherwise contemplated by this Agreement, the Company shall use reasonable efforts to solicit from its shareholders proxies in favor of the adoption approval of this Agreement and the Amalgamation and Merger pursuant to the Proxy Statement and shall take all other actions action necessary or advisable to secure the Company Shareholder Approval. The Company shall take all other action necessary or, in the opinion of the other Parties, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Legal Requirements and the Companies Act for the Company Company’s Articles of Incorporation and Bylaws to effect the Amalgamation; provided, however, that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject to the requirements of applicable Law, its obligations pursuant to this Section 7.01(a) shall not be affected by the commencement, public disclosure or communication to the Company of any Acquisition Proposal or Company Competing TransactionMerger.

Company Shareholders Meeting. The Company shall, : (1) call and hold the Company Shareholders' Meeting as soon promptly as practicable following execution of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy Statement, duly call, give notice of, convene and hold a special meeting of its shareholders (the “Company Shareholders Meeting”), to be held as soon as reasonably practicable after the date hereof, for the purpose of considering and taking action voting upon the adoption of this Agreement Agreement; (2) use its reasonable best efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective; and (3) in any event hold such Company Shareholders' Meeting within 45 days after the Amalgamationdate on which the Registration Statement becomes effective. The Company shall: (i) through shall use its Board of Directors, recommend to its shareholders that they adopt this Agreement and the Company shall include such recommendation in the Proxy Statement; and (ii) use commercially reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Merger and adoption of this Agreement and the Amalgamation and pursuant to the Proxy Statement Agreement, and shall take all other actions action necessary or advisable to secure the vote or consent of shareholders required by the Companies Act for rules of The Nasdaq National Market and the GBCC. Without limiting the generality of the foregoing, the Company to effect the Amalgamation; provided, however, agrees that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject to the requirements of applicable Law, its obligations pursuant to the first sentence of this Section 7.01(a7.02(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal proposal or Company offer for a Competing Transaction; provided, however, that if the Company's board of directors withholds, withdraws, amends, modifies or changes its recommendation in favor of the Merger pursuant to and in accordance with Section 7.01(c) hereof, with the result that the Company's board of directors no longer recommends that the Company's shareholders vote in favor of the Merger, then the obligations of the Company set forth in the second sentence of this Section 7.02 shall be limited to holding the Company Shareholders' Meeting and mailing proxy materials to its shareholders in that regard, with no duty to seek to encourage votes in favor of the Merger.

Company Shareholders Meeting. The Unless the Company Board has withdrawn or adversely modified the Company Recommendation (as defined below) in accordance with Section 6.6(c), the Company shall, as soon as practicable following execution of this Agreement and in accordance with this Agreement applicable Law and promptly following clearance by the SEC Company Articles of the Proxy StatementIncorporation and Company Bylaws, duly call, give notice of, convene and hold a special meeting the Company Shareholders Meeting as promptly as practicable after the date that the Proxy Statement is cleared by the SEC. Except to the extent that the Company Board shall have withdrawn, qualified or modified its approval or recommendation of its shareholders this Agreement or the Merger in compliance with Section 6.6(c), the Company Board shall recommend to holders of the Company Common Shares that they approve this Agreement and the Merger and shall include such recommendations in the Proxy Statement (the “Company Shareholders MeetingRecommendation”), . Subject to be held as soon as reasonably practicable after the date hereof, for the purpose of considering and taking action upon the adoption first sentence of this Agreement and the Amalgamation. The Company shall: (i) through its Board of DirectorsSection 6.5 and, recommend subject to its shareholders that they adopt this Agreement and Section 6.6(c), the Company shall include such recommendation in the Proxy Statement; and (ii) will use commercially reasonable efforts to solicit or cause to be solicited from its shareholders proxies in favor of the adoption approval of this Agreement and the Amalgamation and pursuant Merger. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement and shall take all other actions necessary or advisable is provided to secure the vote or consent of shareholders required by the Companies Act for the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Company Common Shares represented (either in person or by proxy) to effect constitute a quorum necessary to conduct the Amalgamation; provided, however, that the Board of Directors business of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject to the requirements of applicable Law, its obligations pursuant to this Section 7.01(a) shall not be affected by the commencement, public disclosure or communication to the Company of any Acquisition Proposal or Company Competing TransactionShareholders Meeting.

Company Shareholders Meeting. (a) The Company shall, as soon promptly as practicable following execution the date of this Agreement and in accordance with this Agreement and promptly following clearance by the SEC of the Proxy StatementAgreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of its shareholders (the “"Company Shareholders Shareholders' Meeting”)") for the purpose of obtaining Company Shareholder Approval, regardless of whether the Company Board determines at any time that this Agreement or the Merger is no longer advisable or recommends that the shareholders of the Company reject this Agreement or the Merger or otherwise modifies its recommendation of the Merger, in all cases subject to its rights under Section 6.5. The Company shall cause the Company Shareholders' Meeting to be held as soon promptly as reasonably practicable after following the date hereof, for the purpose of considering and taking action upon the adoption of this Agreement and the AmalgamationAgreement. The Company shall: (i) , through its Board of Directorsthe Company Board, recommend to its shareholders that they adopt and approve this Agreement and the Company Merger, and shall include such recommendation in the Proxy Statement; and , in each case subject to its rights under Section 6.5. (iib) The Company shall use commercially reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Statement is approved or otherwise cleared by the SEC. Except as otherwise contemplated by this Agreement, the Company shall use reasonable efforts to solicit from its shareholders proxies in favor of the adoption approval of this Agreement and the Amalgamation and Merger pursuant to the Proxy Statement and shall take all other actions action necessary or advisable to secure the Company Shareholder Approval. The Company shall take all other action necessary or, in the opinion of the other Parties, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Legal Requirements and the Companies Act for the Company Company's Articles of Incorporation and Bylaws to effect the Amalgamation; provided, however, that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamation. The Company agrees that, except as permitted by Section 6.05 and subject to the requirements of applicable Law, its obligations pursuant to this Section 7.01(a) shall not be affected by the commencement, public disclosure or communication to the Company of any Acquisition Proposal or Company Competing TransactionMerger.

Company Shareholders Meeting. The Company shall, as soon as practicable following execution of this Agreement and in accordance with this Agreement applicable Law: (a) take all action necessary in accordance with the SEC, TBOC and promptly following clearance by the SEC of the Proxy Statement, Company Constituent Documents to duly call, give notice of, convene and hold a special meeting of its shareholders (such meeting or any adjournment or postponement thereof, the “Company Shareholders Shareholders’ Meeting”), to be held ) as soon as reasonably practicable after the date hereofhereof (and in any event, no later than thirty (30) days after the date the Proxy Statement is mailed to Company shareholders in accordance with Section 5.13) for the purpose of considering approving and taking action upon adopting this Agreement, the adoption Merger and the transactions contemplated hereby and, except in the case of termination of this Agreement pursuant to Section 9.01, shall solicit, and use its reasonable best efforts to obtain, the Requisite Company Approval thereat; (b) require no greater than the minimum vote of the capital stock of the Company required by applicable Law in order to approve this Agreement, the Merger and the Amalgamation. The Company shall: transactions contemplated hereby; and (ic) through its Board of Directorssubject to effecting a Change in Recommendation pursuant to Section 5.20, recommend to its shareholders that they adopt this Agreement and the Company shall include such recommendation in the Proxy Statement; and (ii) use commercially reasonable efforts to solicit from its Statement the recommendation of the Company Board that the shareholders proxies of the Company vote in favor of the approval and adoption of this Agreement Agreement, the Merger and the Amalgamation and pursuant to the Proxy Statement and shall take all other actions necessary or advisable to secure the vote or consent of shareholders required by the Companies Act for the Company to effect the Amalgamation; provided, however, that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamation. transactions contemplated hereby. (d) The Company agrees that, except as permitted by unless this Agreement is terminated pursuant to Section 6.05 and subject to the requirements of applicable Law9.01, its obligations pursuant to this Section 7.01(a) 5.02 to convene and hold the Shareholders’ Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Company Competing TransactionProposal.

Company Shareholders Meeting. The (a) As promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 (including the Proxy Statement filed therewith as an exhibit), the Company shallshall take, as soon as practicable following execution of this Agreement and in accordance with this Agreement applicable Laws and promptly following clearance by the SEC its memorandum and articles of the Proxy Statementassociation, duly all action necessary to call, give notice of, and convene and hold a special an extraordinary general meeting of its shareholders (the “"Company Shareholders Meeting”"); provided, that the Company may postpone or adjourn the Company Shareholders Meeting, (i) with the consent of Parent, (ii) if at the time the Company Shareholders Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders Meeting, or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith is necessary under applicable Laws and for such supplemental or amended disclosure to be held as soon as reasonably practicable after disseminated and reviewed by the Company's shareholders prior to the Company Shareholders Meeting. For the avoidance of doubt, in the event that subsequent to the date hereof, for the purpose Company Board makes a Change of considering and taking action upon Recommendation and/or authorizes the adoption of Company to terminate this Agreement and the Amalgamation. The Company shall: (i) through its Board of Directorspursuant to Section 6.4(d), recommend to its shareholders that they adopt this Agreement and the Company shall include such recommendation in not be required to convene the Proxy Statement; Company Shareholders Meeting and (ii) use commercially reasonable efforts submit this Agreement to solicit from its shareholders proxies in favor the holders of the adoption Shares for approval. (b) The Company shall establish a record date for purposes of this Agreement determining shareholders entitled to notice of and vote at the Amalgamation and pursuant Company Shareholders Meeting. (c) Subject to Section 6.4 (No Solicitation of Transactions), the Proxy Statement Company Board shall make the Company Board Recommendation and shall take all other actions necessary or advisable to secure the vote or consent of shareholders required by the Companies Act for the Company to effect the Amalgamation; provided, however, that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially its reasonable best efforts and take other actions if the Board shall have determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement applicable Laws and the Amalgamation. The Company agrees thatmemorandum and articles of association of the Company, except as permitted by Section 6.05 and subject to the requirements of applicable Law, its obligations pursuant to this Section 7.01(a) shall not be affected by the commencement, public disclosure or communication to obtain the Company of any Acquisition Proposal or Company Competing TransactionShareholder Approval.