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. As reasonably promptly as practicable (but in any event within thirty (30) Business Days; provided Parent timely provides all required information with respect to Parent, SMP or Merger Sub and otherwise complies with its obligations hereunder in all material respects) following the date of this AgreementAgreement Date, the Company shall will, in a manner that complies with Regulation 14A promulgated under the Exchange Act with respect to the Transactions, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting that reflects the terms and conditions of this Agreement, and includes the notice of appraisal rights in the Merger to the holders of Company Common Shares as required by Section 106(2) of the Bermuda Companies Act, and a copy of the Fairness Opinion in its entirety (including a description of the Fairness Opinion and the financial analysis relating thereto) (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”)) in preliminary form. Each of Parent shall and Merger Sub will furnish to the Company all information concerning Parent and its Affiliates as may be reasonably requested by the CompanyCompany concerning Parent, including all such information required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy StatementSMP 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. Parent, Merger Sub and the Company will cooperate and consult with each other in good faith in the preparation of the Proxy Statement shall include all information reasonably requested by the Company to be included thereinStatement. 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 (but in any event within twenty-four (24) hours) 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 (i) 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 therewiththerewith and (ii) have the SEC advise as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statement. In addition to the foregoing, the Company shall file the Proxy Statement in definitive form with the SEC as promptly as reasonably practicable after the SEC advises the Company that the SEC has no further comments on the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (in preliminary or any amendment or supplement thereto) definitive form, or responding to any comments of the SEC with respect theretoto, or any request from the SEC for amendments or supplements to, the Proxy Statement, or mailing the Proxy Statement in definitive form to the Company’s shareholders, the Company will: (ix) 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) response); and (iiy) shall consider reasonably cooperate in good faith all with Parent to include Parent’s reasonable comments that are promptly proposed by ParentParent to the Proxy Statement related to Parent or the Transactions.

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 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.

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 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. (a) As promptly soon as reasonably practicable following the date of this AgreementAgreement 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, as soon as reasonably practicable thereafter in conformity with this Section 7.3, 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). As soon as reasonably practicable following the date of this Agreement but in no event later than the fifteenth (15th) Business Day after the date hereof, the Company shall prepare and cause furnish to be filed with the SEC on Form 6-K a proxy statement to be sent to the Company’s shareholders relating to for the Company Shareholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Parent The Company shall furnish otherwise comply with the notice requirements applicable to the Company all information concerning Parent and its Affiliates as may be reasonably requested by in respect of the CompanyCompany Shareholders Meeting pursuant to the applicable Law, including all such information required by the Exchange Act ICL and the rules and 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 set forth held no later than 40 days after the publication of the notices regarding the Company Shareholders Meetings. Unless the Company Board has effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement, 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 to be mailed or supplement thereto) is first published, sent, or given 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 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 time 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 thirty (30) days after the date for which the Company Shareholders Meeting was originally scheduled (other than, any adjournments or postponements required by applicable Law, including adjournments or postponements to comply as the extent required under applicable Law to form 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 all material respects 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 in accordance with the requirements terms of this Agreement, the Exchange Act Company shall, through the Company Board, use commercially reasonable efforts to solicit from the Company shareholders approval of this Agreement (c) Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the rules and regulations promulgated thereunder. 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 promptly notify not be required to provide to Parent upon or Merger Sub the receipt of 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 comments from discussions with 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 Governmental Authority regarding 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 thereon or any other filing by the Company with the SEC or any other Governmental Authority, with respect theretoto such disclosure. (d) Notwithstanding the foregoing, the Company (i) shall provide Parent an opportunity may adjourn or postpone the Company Shareholders Meeting as and 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 extent required by Parentapplicable Law.

Company Shareholders Meeting. As promptly as practicable following (a) Promptly after the date execution of this Agreement, and in any event within fifteen (15) Business Days, the Company shall prepare prepare, with the cooperation of Parent, and cause to be filed with distributed to its shareholders (1) a notice of an extraordinary general meeting of shareholders (the SEC a proxy statement “Company EGM Notice”) in order to be sent to obtain the Company’s shareholders relating to Required Company Shareholder Approval, and (2) the Company Shareholders Meeting Shareholder Consent, in each case for purposes of adopting and approving this Agreement and the Contemplated Transactions (together with any amendments or supplements theretocollectively, the “Proxy StatementCompany Shareholder Matters”). Parent Under no circumstances TABLE OF CONTENTS​ shall furnish to the Company all information concerning Parent and assert that any other approval or consent is necessary by its Affiliates as may be reasonably requested by the Company, including all such information required by the Exchange Act shareholders to approve this Agreement 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 thereinContemplated Transactions. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it All materials (and including any amendment or supplement amendments thereto) is first published, sent, or given submitted to the shareholders of the Company in accordance with this Section 5.2(a) shall be subject to Parent’s advance review and at the time of reasonable approval. (b) The Company covenants and agrees that the Company Shareholders MeetingEGM Notice, to including any pro forma financial statements included therein, and the Company Shareholder Consent will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Israeli law. (c) The Company agrees that: (i) the Company Board shall promptly notify Parent upon recommend that the receipt of any comments from Company’s shareholders vote to approve the SEC or any request from the SEC for amendments or supplements to the Proxy Statement Company Shareholder Matters 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 solicit such approval 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 each of the SEC with respect thereto, Company Signatories within the time set forth in Section 5.2(a) (the recommendation of the Company (i) shall provide Parent an opportunity Board that the Company’s shareholders vote to review adopt and comment on approve this Agreement being referred to as the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) “Company Board Recommendation”); and (ii) the Company Board Recommendation shall consider not be withdrawn or modified (and the Company Board shall not publicly propose to withdraw or modify the Company Board Recommendation) in good faith all comments a manner adverse to Parent, and no resolution by the Company Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or to adopt, approve or recommend (or publicly propose to adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed (the actions set forth in the foregoing clause (ii), collectively, a “Company Board Adverse Recommendation Change”). (d) The Company’s obligation to solicit the Required Company Shareholder Approval in accordance with Section 5.2(a) and Section 5.2(c) shall not be limited or otherwise affected by Parentthe commencement, disclosure, announcement or submission of any other Acquisition Proposal.

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.