Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. As promptly as practicable following the date of this Agreement, the Company shall prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Parent shall furnish to the Company all information concerning Parent and its Affiliates as may be reasonably requested by the Company, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and Parent shall provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will reasonably cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments proposed by Parent.

Company Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this AgreementAgreement Date (and in any event within ten (10) calendar days hereof), subject to the Company having received all information required from Parent and the Company’s financial advisors, the Company shall prepare and cause to be filed file with the SEC a proxy statement (including the letter to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements theretoshareholders, notice of meeting and form of proxy, the “Proxy Statement”). Parent shall furnish , which shall, subject to Section 5.3, include the Company all information concerning Parent and its Affiliates as may be reasonably requested by the Company, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and Parent shall provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included thereinBoard Recommendation. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements provisions of the Exchange Act Act. (b) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) before it is filed with the SEC, and the rules Company shall consider in good faith Parent and regulations promulgated thereunderits counsel’s comments and discuss the same with them. The Company shall promptly notify provide Parent upon the receipt of and Merger Sub, and consult with Parent and Merger Sub regarding, any comments (written or oral) the Company or its counsel may receive from the SEC or any request from the SEC for amendments or supplements its staff with respect to the Proxy Statement as promptly as practicable after receipt of such comments. Parent and its counsel shall provide Parent with copies of all correspondence between be given a reasonable opportunity to review any such comments and proposed responses and the Company shall consider the same in good faith and discuss the same with Parent and its Representatives, on the one hand, and the SEC, on the other hand. counsel. (c) The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable provide responses to any comments from the SEC with respect to and to otherwise resolve all comments received on the Proxy Statement by the SEC, and Parent shall cooperate in good faith therewith. The Company shall cause the definitive Proxy Statement to be mailed promptly after the earlier of such time as the SEC staff advises it that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Law, the Company and Parent (with respect to itself and Merger Sub) shall each, upon request of the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or Governmental Body in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each party will cause the information relating to such party supplied by it for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments thereof or supplements thereto, and at the time of the Company Shareholders Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that: (i) no representation or warranty is made by Parent will reasonably cooperate or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in connection therewiththe Proxy Statement; and (ii) no representation or warranty is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. (e) Subject to the other provisions of this Agreement, the Company shall: (i) take all action necessary in accordance with the MBCA and the Company Charter Documents to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of voting upon the approval and adoption of this Agreement, including the Merger (the “Company Shareholders Meeting”), as soon following the Agreement Date and in any event within ten (10) calendar days following the earliest date that is permitted by the Company Charter Documents, applicable Law and NASDAQ listing requirements; and (ii) unless the Company Board shall have terminated this Agreement in accordance with Section 7.1(d)(ii), use its reasonable best efforts to solicit from its shareholders proxies in favor of the adoption of this Agreement. Notwithstanding the foregoing, once the Company Shareholders Meeting has been noticed and called, any postponement or adjournment of the Company Shareholders Meeting shall require the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed) other than in the event that the Company Board concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; provided, that if the Company Shareholders Meeting is postponed or adjourned to a date that is later than three (3) Business Days prior to filing the Outside Date, then the Outside Date shall be extended until the third (3rd) Business Day after the date to which the Company Shareholders Meeting has been postponed or mailing adjourned (provided, that the foregoing proviso may not be used to delay the Outside Date to later than October 6, 2017). From and after the Agreement Date, unless this Agreement is validly terminated in accordance with Section 7.1, the Company shall submit this Agreement to its shareholders at the Company Shareholders Meeting even if the Company Board shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. (f) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or its or their respective officers or directors, or Parent or any of its Affiliates or its or their respective officers or directors, should be discovered by the Company or Parent which, pursuant to the Securities Act or the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, the Company or Parent, as applicable, shall promptly inform Parent or the Company, respectively. Each of Parent, Merger Sub and the Company agree to use reasonable best efforts to correct as promptly as practicable any material information provided by it for use in the Proxy Statement (which shall have become false or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments proposed by Parentmisleading.

Company Shareholders Meeting. As promptly as practicable following the date of this AgreementSubject to Section 5.5, the Company shall prepare take all necessary actions in accordance with applicable Law, the organizational documents of the Company and cause the applicable rules of the NASDAQ to be filed with establish a record date for, duly call, give notice of, convene and hold the Company Shareholders 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 (i) voting on the approval and adoption of this Agreement and the Merger, which such Company Shareholders Meeting shall be held on a proxy statement date selected by the Company in consultation with Parent and (ii) in accordance with Section 14A of the Exchange Act, seeking advisory approval of a proposal in connection with a non- binding, advisory vote to be sent approve certain compensation that may become payable to the Company’s shareholders relating named executive officers in connection with the consummation of the Merger. The Company shall cause the Proxy Statement to be mailed to the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Parent shall furnish entitled to vote at the Company all information concerning Parent and its Affiliates as may be reasonably requested by the Company, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy StatementShareholders Meeting, and Parent shall provide such other assistance as may be reasonably requested in connection comply with the preparation, filing and distribution of the Proxy Statement, and all legal requirements applicable to the Proxy Statement shall include all information reasonably requested by and the Company Shareholders Meeting. Subject to be included therein. The Section 5.5, the Company shall use its reasonable best efforts to cause submit this Agreement for adoption by the Company Shareholders at the Company Shareholders Meeting and obtain the Requisite Company Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn, recess, reconvene or 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 required by applicable Law to postpone or adjourn the Company Shareholders Meeting to ensure that any required supplement or amendment to the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given provided to the shareholders Company Shareholders within a reasonable amount of time in advance of the Company and at Shareholders Meeting or (y) after consultation with 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 Company Common Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will reasonably cooperate in connection therewith. Notwithstanding the foregoing, without the prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments written consent of the SEC with respect theretoParent, the Company Shareholders Meeting will not be postponed or adjourned with respect to clause (iy) shall provide Parent an opportunity of this Section 5.3, by more than 30 calendar days after the date on which the Company Shareholders Meeting was (or was required to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or responsebe) and (ii) shall consider in good faith all comments proposed by Parentoriginally scheduled.

Company Shareholders Meeting. As reasonably promptly as practicable following the date of this AgreementAgreement Date, the Company shall will prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the authorization and approval (as applicable) of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company by the Company Shareholder Approval, including a notice convening the Company Shareholders Meeting in accordance with the Company Articles of Association (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”). Parent shall will furnish to the Company all information concerning Parent and its Affiliates as may be reasonably requested by the Company, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy StatementCompany concerning Parent or Merger Sub, and Parent shall provide such other assistance assistance, as the Company may be reasonably requested request in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly will notify Parent upon the reasonably promptly after its receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall will provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall will use its reasonable best efforts to respond as reasonably promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will reasonably cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (i) shall provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) ); and (ii) shall consider in good faith all comments reasonably proposed by Parent.

Company Shareholders Meeting. As (a) The Company shall take all action necessary under the Company Constituent Documents and all applicable Legal Requirements to call, give notice of, convene and duly hold a meeting of the holders of Company Common Stock (the “Company Shareholders’ Meeting”) to consider, act upon and vote upon the adoption and approval of this Agreement and approval of the Merger. The Company Shareholders’ Meeting will be held as promptly as practicable following the date of this Agreement, the practicable. (b) The Company shall will prepare and cause to be filed file with the SEC a proxy statement to be sent to under the Company’s shareholders relating Exchange Act, and distribute to the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Parent shall furnish to the Company all information concerning Parent and its Affiliates as may be reasonably requested by the Company, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and Parent shall provide such other assistance as may be reasonably requested shareholders in connection with the preparationCompany Shareholders’ Meeting, filing the Proxy Statement in compliance with all applicable Legal Requirements and distribution the Company Constituent Documents. The Company will use its best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon of the receipt of any comments from of the SEC or any request from the SEC for amendments or supplements 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 with promptly copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will reasonably cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments representative of the Company and the SEC with respect thereto, the . The Company (i) shall provide give Parent an and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or response (including disseminated to the proposed final version Company’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, or sent to, the SEC. Each of the Company, Parent and Merger Sub 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 the Proxy Statement and all required amendments and supplements thereto to be mailed to the Company’s shareholders entitled to vote at the Company Shareholders’ Meeting at the earliest practicable time. Parent and Merger Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Parent and Merger Sub required by any applicable Legal Requirements to be included in the Proxy Statement. The Company, Parent, and Merger Sub agree to promptly correct any information provided by any of them for use in the Proxy Statement which shall have become false or responsemisleading in any respect. (c) Subject to the provisions of Section 4.5(b) and (iic), 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) Subject to the provisions of Section 4.5(b) and (c), below, the Board of Directors of the Company shall consider unanimously recommend that the Company’s shareholders vote in good faith all comments proposed by Parentfavor 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 unanimously recommended that the Company’s shareholders vote in favor of and adopt and approve this Agreement, and approve the Merger at the Company Shareholders’ Meeting and the Company Recommendation shall not subsequently be withdrawn or modified in any manner adverse to Parent or Merger Sub, except as provided in Section 4.5(c).

Company Shareholders Meeting. As reasonably promptly as practicable following the date of this Agreement, the Company shall prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Parent shall furnish to the Company all information concerning Parent and its Affiliates as may be reasonably requested by to the Company, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and Parent shall provide such other assistance assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall reasonably promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as reasonably promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement, and Parent will reasonably cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments proposed by Parent.

Company Shareholders Meeting. As promptly as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and cause to be filed with the SEC the Proxy Statement/Prospectus in preliminary form, and (ii) Parent shall prepare and cause to be filed with the SEC a proxy statement to be sent SEC, the Form S-4 with respect to the Company’s shareholders relating shares of Parent Common Stock issuable in the Merger, which will include the Proxy Statement/Prospectus with respect to the Company Shareholders Meeting Special Meeting. Each of the Company and Parent shall use its reasonable best efforts to (together A) have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing, (B) ensure that the Form S-4 complies in all material respects with any amendments the applicable provisions of the Exchange Act or supplements theretoSecurities Act, and (C) keep the “Proxy Statement”)Form S-4 effective for so long as necessary to complete the Merger. Each of the Company and Parent shall furnish to the Company all information concerning Parent and itself, its Affiliates as may be reasonably requested by the Company, including all such information required by the Exchange Act and the rules holders of its shares to the other and regulations promulgated thereunder to be set forth in the Proxy Statement, and Parent shall provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein/Prospectus. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the shareholders Each of the Company and at the time of the Company Shareholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company Parent shall promptly notify Parent the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Proxy Statement Statement/Prospectus, and shall shall, as promptly as practicable after receipt thereof, provide Parent the other with copies of all correspondence between the Company it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC and advise the other party on any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. The Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement, /Prospectus and Parent will reasonably cooperate in connection therewiththe Form S-4. Notwithstanding the foregoingThe foregoing notwithstanding, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company (i) and Parent shall cooperate and provide Parent an the other a reasonable opportunity to review and comment on the Proxy Statement such document or response in advance (including the proposed final version of the Proxy Statement such document or response) ), except to the extent such disclosures relate to a Company Adverse Recommendation Change. Parent shall advise the Company, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and (ii) Parent shall consider use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in good faith connection with the issuance of the shares of Parent Common Stock in the Merger, and the Company shall furnish all comments proposed by Parentinformation concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such actions.

Company Shareholders Meeting. As promptly as practicable following the date of this Agreement, the (a) The Company shall prepare and cause to be filed take all action necessary in accordance with the SEC FBCA and its Articles of Incorporation and Bylaws to convene a proxy statement meeting of its shareholders entitled to be sent vote on such matters to consider and vote upon the Merger (the “Shareholders’ Meeting”) or, at the Company’s shareholders relating to option, conduct a solicitation of shareholder consents adopting and approving the Company Shareholders Meeting Merger (together with any amendments or supplements thereto, the “Proxy StatementConsent Solicitation”). Parent shall furnish to the Company all information concerning Parent and its Affiliates as may be reasonably requested by the Company, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and Parent shall provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to solicit from the shareholders of the Company and at entitled to vote on the time matter votes, proxies or consents in favor of the Company Shareholders Meeting, Merger and shall take all other actions necessary or advisable to comply as secure the vote or consent of shareholders required by the FBCA to form in all material respects approve this Agreement. In connection with the requirements of Shareholders’ Meeting or the Exchange Act Consent Solicitation, Parent shall provide to the Company for dissemination to the Company’s shareholders, such information with respect to Parent and Merger Sub as the rules and regulations promulgated thereunder. The Company shall reasonably request. Parent shall promptly notify Parent upon inform the receipt Company of any comments from material development which shall require the SEC or any request from the SEC for amendments or supplements to the Proxy Statement information provided by and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy StatementParent or Merger Sub and contained in the proxy solicitation materials relating to the Shareholders’ Meeting or in the Consent Solicitation to be amended or supplemented in order to comply with the provisions of Section 4.08 hereof. (b) Parent agrees to cause each share of capital stock of the Company owned by Parent, and Parent will reasonably cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment subsidiary or supplement theretoaffiliate of Parent, to be voted in favor of the Merger. (c) Company agrees to promptly reject any right of first refusal it may have to purchase any shares pursuant to the terms of the Shareholders Agreement or responding otherwise, insofar as such right relates to the consummation of the Merger and to promptly provide any notices to any comments of the SEC other rightsholder with respect thereto, to such right of first refusal and the Company (i) shall provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments proposed by Parentrejection thereof.

Company Shareholders Meeting. (a) As promptly as practicable following the date hereof, in cooperation with and subject to the approval of this Agreementthe Special Committee, the Company shall shall, in accordance with applicable Law (in the case of each of clauses (i) to (iv), unless the Company Board or the Special Committee has effected a Company Board Recommendation Change): (i) prepare and cause to be filed with the SEC as an exhibit to the Schedule 13E-3 a preliminary proxy statement (the “Preliminary Proxy Statement”) relating to this Agreement and the Plan of Merger and the transactions contemplated by this Agreement; (ii) after consultation with Parent respond as promptly as reasonably practicable to any comments made by the SEC with respect to the Preliminary Proxy Statement (including filing as promptly as reasonably practicable any amendments or supplements thereto necessary to be sent filed in response to any such comments or as required by Law); (iii) use reasonable best efforts to have the SEC confirm that it has no further comments thereto; and (iv) cause a definitive proxy statement, letter to shareholders, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the Company’s shareholders relating to Company Shareholders in connection with the solicitation of proxies for use at the Company Shareholders Meeting (together with any amendments collectively, as amended or supplements theretosupplemented, the “Proxy Statement”). Parent shall furnish , to be mailed to the Company Shareholders at the earliest practicable date after the date that the SEC confirms it has no further comments. Parent and Merger Sub shall as promptly as practicable furnish all information as the Company may reasonably request and otherwise cooperate with and assist the Company, at the Company’s reasonable request, in connection with the preparation of the Preliminary Proxy Statement, the Proxy Statement and the other actions to be taken by the Company under this Section 7.3(a). (b) Unless the Company Board or the Special Committee has effected a Company Board Recommendation Change, the Company, in cooperation with and subject to the approval of the Special Committee, and Parent shall cooperate to: (i) concurrently with the preparation of the Preliminary Proxy Statement and the Proxy Statement (including any amendments or supplements thereto), jointly prepare and file with the SEC the Schedule 13E-3 relating to the transactions contemplated hereby and furnish to each other all information concerning Parent and its Affiliates such party as may be reasonably requested by the Company, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and Parent shall provide such other assistance as may be reasonably requested party in connection with the preparation, filing and distribution preparation of the Proxy StatementSchedule 13E-3; (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings and consult with each other prior to providing such response; (iii) as promptly as reasonably practicable after consulting with each other, prepare and the Proxy Statement shall include all information reasonably requested file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law; (iv) have cleared by the Company to be included therein. The Company shall use its reasonable best efforts to cause SEC the Proxy Statement at the date that it Schedule 13E-3; and (and any amendment or supplement theretov) is first published, sent, or given to the shareholders of extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company and Shareholders any supplement or amendment to the Schedule 13E-3 if any event shall occur which requires such action at the any time of prior to the Company Shareholders Meeting. (c) Unless the Company Board or the Special Committee shall have effected a Company Board Recommendation Change, to comply as to form the Company shall, in all material respects accordance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly applicable Law, notify Parent upon promptly of the receipt of any comments from the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Preliminary Proxy Statement or the Proxy Statement or for additional information and shall provide will supply Parent with copies of all correspondence between the Company and or any of its Representatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Schedule 13E-3, the Preliminary Proxy Statement or the Proxy Statement. The Company shall use give Parent a reasonable opportunity to comment on any correspondence with the SEC or its reasonable best efforts staff or any proposed material to respond be included in the Schedule 13E-3, the Preliminary Proxy Statement or the Proxy Statement prior to transmission to the SEC or its staff and shall not, unless required by Law, transmit any such material to which Parent reasonably objects. If the Company discovers at any time prior to the Company Shareholders Meeting any information that, pursuant to the Exchange Act, is required to be set forth in an amendment or supplement to the Proxy Statement, then the Company, in cooperation with and subject to the approval of the Special Committee, shall promptly transmit such amendment or supplement to the Company Shareholders. (d) Unless the Company Board or the Special Committee has effected a Company Board Recommendation Change, the Company, in cooperation with and subject to the approval of the Special Committee, shall (i) in accordance with applicable Law, establish a record date for and duly call an extraordinary general meeting of the Company Shareholders (the “Company Shareholders Meeting”) as promptly as reasonably practicable following the date hereof for the purposes of considering and, if thought fit by the Company Shareholders, passing resolutions to any comments from authorize and approve this Agreement, the SEC with respect Plan of Merger and the transactions contemplated hereby and thereby (including the Merger), (ii) use reasonable best efforts to solicit the authorization and approval of this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby (including the Merger) by the Company Shareholders and (iii) include in the Proxy Statement, and Parent will reasonably cooperate in connection therewithStatement the Company Board Recommendation. Notwithstanding the foregoing, prior the Company may adjourn or postpone the Company Shareholders Meeting as and to filing the extent: (1) required by applicable Law; or mailing (2) if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement Statement) there are insufficient Company Shares (including Company Shares represented by ADSs) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting; or (3) if in the good faith judgment of the Company Board or, if in existence, the Special Committee, the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. (e) 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, the Company shall not be required to provide 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 regarding the Proxy Statement, or any amendment or supplement thereto) , or responding to any comments of thereon or any other filing by the SEC Company with the SEC, with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments proposed by Parentsuch disclosure.