Common use of Meeting of Company Shareholders Clause in Contracts

Meeting of Company Shareholders. The Company will take all action necessary in accordance with Israeli Law, the rules of the NASDAQ, the Company Charter Documents and its Contracts and agreements with its shareholders to duly give notice of, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to the Company Shareholder Approval (the “Company Shareholders’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within thirty-five (35) days after the mailing of the Proxy Statement to the Company’s shareholders. Subject to Section 6.3(d), the Company will use all reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval and will take all other action necessary or advisable to secure the vote or consent of its shareholders for the Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the adoption of this Agreement 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 Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders’ Meeting. The Company shall ensure that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Company Shareholders’ Meeting are solicited in compliance with Israeli Law, the rules of the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, and all other applicable Legal Requirements. Without the prior written consent of Parent, the approval and adoption of this Agreement, and the approval of the Merger and the other transactions contemplated hereby (including adjournment of the Company Shareholders’ Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of adoption and approval of this Agreement and the approval of the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a) of the Company Disclosure Letter, are the only matters which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ Meeting.

Meeting of Company Shareholders. The Company will take all action necessary in accordance with Israeli California Law, the its articles of incorporation and bylaws and applicable Nasdaq rules of the NASDAQto call, the Company Charter Documents hold and its Contracts and agreements with its shareholders to duly give notice of, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose purposes of considering voting on the adoption and taking action with respect to approval of this Agreement and approval of the Company Shareholder Approval Merger (the “Company Shareholders’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within thirty-five (35) 45 days after the mailing of the Proxy Statement to the Company’s shareholders. Subject to Section 6.3(d), the Company will use all its reasonable best efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders for required by the rules of Nasdaq or California Law or any other applicable Legal Requirements to obtain such approvals. Provided that the Company Shareholder Approval. Notwithstanding anything has acted and continues to act in accordance with the contrary contained in first two sentences of this AgreementSection 6.2(a), the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the adoption of Merger and this Agreement 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 shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders’ Meeting. The Company shall ensure that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Company Shareholders’ Meeting are solicited in compliance with Israeli California Law, its articles of incorporation and bylaws, the rules of the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, Nasdaq and all other applicable Legal Requirements. Without the prior written consent of Parent, the approval and adoption of this Agreement, and the approval of the Merger and the other transactions contemplated hereby (including adjournment of the Company Shareholders’ Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of adoption and approval of this Agreement and the approval of the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a) of the Company Disclosure Letter, are the only matters which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ Meeting.

Meeting of Company Shareholders. The Company will take all action necessary shall use its reasonable best efforts in accordance with Israeli Law, the rules its articles of the NASDAQ, the Company Charter Documents incorporation and its Contracts bylaws and agreements with its shareholders Applicable Law to duly call, give notice of, convene and hold a meeting of its shareholders, promptly the Company Shareholders (the “Company Shareholder Meeting”) as soon as reasonably practicable following the date of mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to obtaining the Company Shareholder Approval (Approvals. The notice for the “Company ShareholdersShareholder Meeting shall comply with the Act, including a statement of a Company Shareholder’s right to assert dissenters’ rights under the Act and shall be accompanied by a copy of RCW Chapter 23B.13 of the Act. The Company Board shall, subject to Section 6.4, recommend the approval of the Articles of Amendment, this Agreement and the Transactions at the Company Shareholder Meeting”) to be held as promptly as practicable, and include such recommendations in any event (to the extent permissible under applicable law) within thirty-five (35) days after the mailing of the Proxy Statement and use its reasonable best efforts to obtain the Company’s shareholdersCompany Shareholder Approvals. Subject to Section 6.3(d)In connection with the Company Shareholder Meeting, the Company will shall (i) unless there has been an Adverse Recommendation Change, use all its reasonable best efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to obtain the Company Shareholder Approvals and to solicit from its shareholders the Company Shareholders proxies in favor of the Company Shareholder Approval Approvals, (ii) otherwise comply with all legal requirements applicable to such meeting and will take all other action necessary or advisable (iii) cooperate and consult with Parent with respect to secure each of the vote or consent foregoing matters. Without limiting the generality of its shareholders for the Company Shareholder Approval. Notwithstanding anything to foregoing, as provided in the contrary contained in this AgreementAct, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance Articles of a vote on the adoption of this Agreement 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 Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders’ Meeting. The Company shall ensure that the Company Shareholders’ Meeting is called, noticed, convened, held Amendment and conducted, and that all proxies solicited by it in connection with the Company Shareholders’ Meeting are solicited in compliance with Israeli Law, the rules of the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, and all other applicable Legal Requirements. Without the prior written consent of Parent, the approval and adoption of this Agreement, and the approval of the Merger and the other transactions contemplated hereby (including adjournment of the Company Shareholders’ Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of adoption and approval of this Agreement and the approval of the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a) of Transactions shall be submitted to the Company Disclosure Letter, are the only matters which the Company shall propose to be acted on by the Company’s shareholders Shareholders at the Company Shareholders’ MeetingShareholder Meeting whether or not (x) the Company Board shall have effected an Adverse Recommendation Change or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors.

Meeting of Company Shareholders. The (a) Promptly after the date hereof, Company will take all action necessary in accordance with Israeli Law, the rules Washington Law and its Articles of the NASDAQ, Incorporation and Bylaws to convene the Company Charter Documents and its Contracts and agreements with its shareholders to duly give notice of, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to the Company Shareholder Approval (the “Company Shareholders’ Meeting”) ' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within thirty-five (35) 45 days after the mailing declaration of effectiveness of the Proxy Statement to Registration Statement, for the Company’s shareholderspurpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 6.3(d)5.2(c) hereof, the Company will use all reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders for required by the Company Shareholder Approvalrules of Nasdaq or Washington Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to its Company's shareholders in advance of a vote on the adoption of Merger and this Agreement or, if as of the time for which the Company Shareholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement), /Prospectus) there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Shareholders’ ' Meeting. The Company shall ensure that the Company Shareholders’ ' Meeting is called, noticed, convened, held and conducted, and subject to Section 5.2(c) that all proxies solicited by it Company in connection with the Company Shareholders’ ' Meeting are solicited solicited, in compliance with Israeli the Washington Law, its Articles of Incorporation and Bylaws, the rules of the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, Nasdaq and all other applicable Legal Requirementslegal requirements. Without Company's obligation to call, give notice of, convene and hold the prior written consent Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Company Acquisition Proposal (as defined in Section 5.5), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger. (b) Subject to Section 5.2(c): (i) the Board of Directors of Company shall unanimously recommend that Company's shareholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Shareholders' Meeting; (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of Company has unanimously recommended that Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the approval unanimous recommendation of the Board of Directors of Company that Company's shareholders vote in favor of and adoption adopt and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous, provided that, for all purposes of this Agreement, an action by any Board of Directors or committee thereof shall be unanimous if each member of such Board of Directors or committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the approval Board of Directors of Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger or this Agreement, or both, if (i) a Company Superior Offer (as defined below) is made to Company and is not withdrawn, (ii) Company shall have provided written notice to Parent (a "Notice of Company Superior Offer") advising Parent that Company has received a Company Superior Offer, specifying all of the other transactions contemplated hereby material terms and conditions of such Company Superior Offer and identifying the person or entity making such Company Superior Offer, (including adjournment iii) Parent shall not have, within five business days of Parent's receipt of the Notice of Company Superior Offer, made an offer (a) that the Company Board by a majority vote determines in its good faith judgment (based on the written advice of its financial adviser) to be at least as favorable to Company's shareholders as such Company Superior Offer (it being agreed that the Board of Directors of Company shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), or (b) that, in the case of a Superior Proposal that involves the payment of cash for all of the outstanding Company Common Stock, represents an equal or greater per share price, (iv) the Board of Directors of Company concludes in good faith, after consultation with its outside counsel, that, in light of such Company Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Company to comply with its fiduciary obligations to Company's shareholders under applicable law, and (v) Company shall not have violated any of the restrictions set forth in Section 5.5 or this Section 5.2. Company shall provide Parent with at least three business days prior notice (or such lesser prior notice as provided to the members of Company's Board of Directors but in no event less than twenty-four hours) of any meeting of Company's Board of Directors at which Company's Board of Directors is reasonably expected to consider any Company Acquisition Proposal to determine whether such Company Acquisition Proposal is a Company Superior Offer. Subject to applicable laws, nothing contained in this Section 5.2 shall limit Company's obligation to hold and convene the Company Shareholders’ Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor ' Meeting (regardless of adoption and approval of this Agreement and whether the approval unanimous recommendation of the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a) Board of the Company Disclosure Letter, are the only matters which the Directors of Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ Meetinghave been withdrawn, amended or modified).

Meeting of Company Shareholders. The (a) Promptly after the date hereof, Company will take all action necessary in accordance with Israeli Law, the rules Georgia Law and its Articles of the NASDAQ, Incorporation and Bylaws to convene the Company Charter Documents and its Contracts and agreements with its shareholders to duly give notice of, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to the Company Shareholder Approval (the “Company Shareholders’ Meeting”) ' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within thirty-five (35) 45 days after the mailing declaration of effectiveness of the Proxy Statement to Registration Statement, for the Company’s shareholderspurpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 6.3(d5.2(c), the Company will use all its commercially reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders for required by the Company Shareholder Approvalrules of the Nasdaq Stock Market or Georgia Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to its Company's shareholders in advance of a vote on the adoption of Merger and this Agreement or, if as of the time for which the Company 68 Shareholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement), /Prospectus) there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Shareholders’ Meeting' Meeting (provided that no such adjournments shall collectively be for more than a total of 30 days, provided that such amendment or supplement is duly circulated prior to expiration of such 30 day period). The Company shall ensure that the Company Shareholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Company Shareholders’ ' Meeting are solicited solicited, in compliance with Israeli the Georgia Law, its Articles of Incorporation and Bylaws, the rules of the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, Nasdaq Stock Market and all other applicable Legal Requirementslegal requirements. Without Company's obligation to call, give notice of, convene and hold the prior written consent Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or Superior Offer, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger. (b) Subject to Section 5.2(c): (i) the Board of Directors of Company shall recommend that Company's shareholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Shareholders' Meeting; (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of Company has unanimously recommended that Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the approval unanimous recommendation of the Board of Directors of Company that Company's shareholders vote in favor of and adoption adopt and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous, provided that for all purposes of this Agreement, an action by the Board of Directors of Company or a committee thereof shall be unanimous if each member of the Board of Directors or such committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the approval Board of Directors of the Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger and the other transactions contemplated hereby if (including adjournment of i) a Superior Offer (as defined below) is made to the Company Shareholders’ Meetingand is not withdrawn, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of adoption and approval of this Agreement and the approval of the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a(ii) of the Company Disclosure Letter, are the only matters which the Company shall propose have provided written notice to Parent (a "NOTICE OF SUPERIOR OFFER") advising Parent that the Company has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Parent shall not have, within five business days of Parent's receipt of the Notice of Superior Offer, made an offer that the Company's Board of Directors by a majority vote determines in its good faith judgment (based on the written advice of a financial advisor of national standing) to be acted on at least as favorable to Company's shareholders as such Superior Offer (it being agreed that the Board of Directors of Company shall convene a meeting to consider any such offer by Parent promptly following the Company’s shareholders at the Company Shareholders’ Meeting.receipt thereof), (iv) the

Meeting of Company Shareholders. The (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Israeli Law, the rules of the NASDAQ, the Company Charter Documents DGCL and its Contracts Certificate of Incorporation and agreements with its shareholders Bylaws to duly give notice of, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to the Company Shareholder Approval Company’s shareholders (the “Company Shareholders’ Meeting”) ), to be held as promptly as practicable, and in any event (to the extent permissible under applicable lawApplicable Law) within thirtyforty-five (3545) days after the mailing declaration of effectiveness of the Proxy Statement to Registration Statement, for the Company’s shareholderspurpose of voting upon approval of the Merger and adoption of this Agreement. Subject to Section 6.3(d5.2(d), the Company will use all its commercially reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval approval of the Merger and adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its shareholders for required by the Company Shareholder Approvalrules of the Nasdaq Stock Market, LLC (“NASDAQ”) or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the The Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to its the Company’s shareholders in advance of a vote on the approval of the Merger and adoption of this Agreement or, if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), /Prospectus) there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Shareholders’ Meeting. The Company shall ensure that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Company Shareholders’ Meeting are solicited solicited, in compliance with Israeli Lawthe DGCL, its Certificate of Incorporation and Bylaws, the applicable rules of NASDAQ and all other Applicable Laws. The Company’s obligation to call, give notice of, convene and hold the NASDAQCompany Shareholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or Superior Offer (each as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to this Agreement or the Merger or by any other act or action, including any action contemplated by Sections 5.2 or 5.4. Upon termination of this Agreement in accordance with Section 7.1, the Company Charter Documentswill have no obligation to call, give notice of, convene or hold the Company Shareholders’ Meeting in accordance with this Section 5.2(a). (b) Subject to Section 5.2(c): (i) the Board of Directors of the Company shall recommend that the Company’s Contracts shareholders vote in favor of the approval of the Merger and agreements with its shareholdersadoption of this Agreement at the Company Shareholders’ Meeting; (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of Company has recommended that the Company’s shareholders vote in favor of the approval of the Merger and adoption of this Agreement at the Company Shareholders’ Meeting; and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, and all other applicable Legal Requirements. Without the prior written consent of amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company’s shareholders vote in favor of the approval of the Merger and adoption of this Agreement, and . (c) Prior to the approval of the Merger and the other transactions contemplated hereby (including adjournment adoption of this Agreement at the Company Shareholders’ MeetingMeeting and provided that the Company shall not have violated any of the restrictions set forth in this Section 5.2 or Section 5.4, if necessarythe Board of Directors of the Company determines in good faith, if after consultation with its outside counsel, that such action is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company’s shareholders under Applicable Law, nothing in this Agreement shall prevent the Board of Directors of the Company from (A) withholding, withdrawing, amending or modifying its recommendation (a quorum is present, to solicit additional proxies if there are not sufficient votes “Change of Recommendation”) that the Company’s shareholders vote in favor of adoption and approval of this Agreement and the approval of the Merger and the other transactions contemplated hereby)adoption of this Agreement and/or (B) terminating this Agreement pursuant to Section 7.1(f) and entering into an agreement with respect to such Superior Offer if, including those matters listed on Section 6.2(aand only if, (i) of a Superior Offer (as defined below) is made to the Company Disclosure Letterand is not withdrawn, are the only matters which (ii) the Company shall propose have provided prompt (and in any event within thirty-six (36) hours) written notice to Parent (a “Notice of Superior Offer”) advising Parent that the Company has received a Superior Offer specifying all of the terms and conditions of such Superior Offer, identifying the person or entity making such Superior Offer, and providing a copy of all documentation relating to the Superior Offer, and (iii) Parent shall not, within three (3) Business Days of Parent’s receipt of the Notice of Superior Offer, have made an offer (a “Counterproposal”) that the Company’s Board of Directors reasonably determines in good faith (after consultation with its outside financial advisor) to be acted on by at least as favorable to the Company’s shareholders at as such Superior Offer. The Company shall provide Parent with prior notice of its intention to make such Change of Recommendation and/or take action with respect to such Superior Offer, as applicable (a “Notice of Change of Recommendation”), no later than (i) three (3) Business Days prior to such Change of Recommendation or other action or (ii) two (2) Business Days after any Counterproposal made by Parent pursuant to Section 5.2(c)(B)(iii) (the “Notice Period”). For the avoidance of doubt, the parties hereto acknowledge and agree that (i) if there is any revision to the financial terms or any other material term of an Acquisition Proposal which revision affects the determination of whether an Acquisition Proposal is a Superior Offer to the Merger or any Counterproposal, the Company Shareholders’ Meetingshall extend the Notice Period as necessary to ensure that at least two (2) Business Days remain in the Notice Period and (ii) any Notice of Superior Offer shall also constitute a Notice of Change of Recommendation if Parent does not make a Counterproposal prior to the expiration of the period set forth in Section 5.2(c)(B)(iii).

Meeting of Company Shareholders. The (a) Promptly after the date hereof, Company will take all action necessary in accordance with Israeli Law, the rules Georgia Law and its Articles of the NASDAQ, Incorporation and Bylaws to convene the Company Charter Documents and its Contracts and agreements with its shareholders to duly give notice of, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to the Company Shareholder Approval (the “Company Shareholders’ Meeting”) ' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within thirty-five (35) 45 days after the mailing declaration of effectiveness of the Proxy Statement to Registration Statement, for the Company’s shareholderspurpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 6.3(d5.2(c), the Company will use all its commercially reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders for required by the Company Shareholder Approvalrules of the Nasdaq Stock Market or Georgia Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to its Company's shareholders in advance of a vote on the adoption of Merger and this Agreement or, if as of the time for which the Company Shareholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement), /Prospectus) there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Shareholders’ Meeting' Meeting (provided that no such adjournments shall collectively be for more than a total of 30 days, provided that such amendment or supplement is duly circulated prior to expiration of such 30 day period). The Company shall ensure that the Company Shareholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Company Shareholders’ ' Meeting are solicited solicited, in compliance with Israeli the Georgia Law, its Articles of Incorporation and Bylaws, the rules of the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, Nasdaq Stock Market and all other applicable Legal Requirementslegal requirements. Without Company's obligation to call, give notice of, convene and hold the prior written consent Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or Superior Offer, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger. (b) Subject to Section 5.2(c): (i) the Board of Directors of Company shall recommend that Company's shareholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Shareholders' Meeting; (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of Company has unanimously recommended that Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the approval unanimous recommendation of the Board of Directors of Company that Company's shareholders vote in favor of and adoption adopt and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous, provided that for all purposes of this Agreement, an action by the Board of Directors of Company or a committee thereof shall be unanimous if each member of the Board of Directors or such committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the approval Board of Directors of the Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger and the other transactions contemplated hereby if (including adjournment of i) a Superior Offer (as defined below) is made to the Company Shareholders’ Meetingand is not withdrawn, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of adoption and approval of this Agreement and the approval of the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a(ii) of the Company Disclosure Letter, are the only matters which the Company shall propose have provided written notice to Parent (a "NOTICE OF SUPERIOR OFFER") advising Parent that the Company has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Parent shall not have, within five business days of Parent's receipt of the Notice of Superior Offer, made an offer that the Company's Board of Directors by a majority vote determines in its good faith judgment (based on the written advice of a financial advisor of national standing) to be acted on at least as favorable to Company's shareholders as such Superior Offer (it being agreed that the Board of Directors of Company shall convene a meeting to consider any such offer by Parent promptly following the Company’s shareholders at the Company Shareholders’ Meeting.receipt thereof), (iv) the

Meeting of Company Shareholders. The (a) Company will take all action necessary in accordance with Israeli LawCalifornia law and Company's Articles of Incorporation and Bylaws to call, the rules of the NASDAQ, the Company Charter Documents and its Contracts and agreements with its shareholders to duly give notice ofnotice, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to the Company Shareholder Approval (the “Company Shareholders’ Meeting”) Shareholders to be held as promptly as practicable, practicable and in any event (to the extent permissible under applicable law) within thirty-five law after compliance with the federal and state securities laws as provided in Section 4.6, for the purpose of voting upon approval of this Agreement and the Merger (35) days after the mailing of the Proxy Statement to the Company’s shareholders"Company Shareholders Meeting"). ---------------------------- Subject to Section 6.3(d4.7(c), the Company will use all reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval approval of this Agreement and the Merger, and will use its commercially reasonable efforts to take all other action necessary or advisable to secure the vote or consent of its shareholders for cause the Company Shareholder ApprovalApproval to be granted. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Shareholders Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the adoption of this Agreement or, if as of the time for which the Company Shareholders’ Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Shareholders’ Shareholders Meeting. The Company shall ensure that the Company Shareholders’ Shareholders Meeting is called, noticed, convened, held and conducted, conducted prior to and separate from any meeting of the Company Shareholders at which any Acquisition Proposal (as defined in Section 4.8) or Acquisition Transaction (as defined in Section 4.8) is considered or voted upon. Company will use its commercially reasonable efforts to ensure that all proxies solicited by it Company in connection with the Company Shareholders’ Shareholders Meeting are solicited in compliance with Israeli LawCalifornia law, the rules Company's Articles of the NASDAQ, the Company Charter Documents, the Company’s Contracts Incorporation and agreements with its shareholders, Bylaws and all other applicable Legal Requirementslegal requirements. Without Company's obligation to call, give notice of, convene, hold and conduct the prior written consent Company Shareholders Meeting in accordance with this Section 4.7(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of Parentany Acquisition Proposal (as defined in Section 4.8) (including a Superior Offer (as defined in Section 4.7(c)), the approval and adoption of this Agreementor by any withdrawal, and the approval amendment or modification of the Merger and the other transactions contemplated hereby (including adjournment recommendation of the Board of Directors of Company Shareholders’ Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of adoption and approval of the Company Shareholders to approve this Agreement and the approval Merger. (b) Subject to Section 4.7(c): (i) the Board of Directors of Company shall recommend that the Company Shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders Meeting; (ii) the Notice Materials and the Information Statement, if any (or, if Parent files the S-4, the proxy statement/prospectus used in connection therewith), shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company Shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of Company that the Company Shareholders vote in favor of and approve this Agreement and the Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its recommendation in favor of the Merger if (i) a Superior Offer is made to Company and the other transactions contemplated hereby)is not withdrawn, including those matters listed on Section 6.2(a(ii) Company shall have provided written notice to Parent (a "Notice of Superior Offer") advising Parent that Company has received a ------------------------ Superior Offer, specifying all of the Company Disclosure Letterterms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, are (iii) Parent shall not have, within five business days following Parent's receipt of the only matters which Notice of Superior Offer, but in a ny event at least 24 hours prior to the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ Shareholder Meeting., made an offer that

Meeting of Company Shareholders. The (a) Promptly after the date hereof, Company will take all action reasonably necessary in accordance with Israeli Law, the rules of the NASDAQ, the California Law and Company Charter Documents and its Contracts and agreements with its shareholders to duly give notice of, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to the Company Shareholder Approval (the “Company Shareholders’ Meeting”) ' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within thirty-five (35) 45 days after the mailing declaration of effectiveness of the Proxy Statement to S-4, for the Company’s shareholders. Subject to Section 6.3(d)purpose of voting upon this Agreement, the Agreement of Merger and the Merger. Company will use all its commercially reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval approval of this Agreement, the Agreement of Merger and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders for required by the Company Shareholder Approvalrules of Nasdaq or California Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its Company's shareholders in advance of a vote on the adoption of Merger and this Agreement or, if as of the time for which the Company Shareholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), ) there are insufficient shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders’ ' Meeting. The Company shall ensure that the Company Shareholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it Company in connection with the Company Shareholders’ ' Meeting are solicited solicited, in compliance with Israeli California Law, the rules of the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, rules of Nasdaq and all other applicable Legal Requirementslegal requirements. Without Company's obligation to call, give notice of, convene and hold Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the prior written consent commencement, disclosure, announcement or submission to Company of any Acquisition Proposal. (b) Subject to Section 5.2(c), (i) the Board of Directors of Company shall recommend that Company's shareholders vote in favor of and approve this Agreement, the Agreement of Merger and the Merger at Company Shareholders' Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of Company has recommended that Company's shareholders vote in favor of and approve this Agreement, the Agreement of Merger and the Merger at Company Shareholders' Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the approval recommendation of the Board of Directors of Company that Company's shareholders vote in favor of and adoption of approve this Agreement, the Agreement of Merger and the approval Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its recommendation in favor of the Merger or taking any other action which is prohibited by Section 5.2(b) if (i) a Superior Offer (as defined below) is made to Company and is not withdrawn, (ii) neither Company nor any of its representatives shall have violated any of the other transactions contemplated hereby restrictions set forth in Section 5.4, and (including adjournment iii) the Board of Directors of Company concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Company to comply with its fiduciary obligations to Company and Company's shareholders under applicable law. Nothing contained in this Section 5.2 shall limit Company's obligation to hold and convene the Company Shareholders’ Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor ' Meeting (regardless of adoption and approval of this Agreement and whether the approval recommendation of the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a) Board of the Company Disclosure Letter, are the only matters which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ Meeting.Directors of the

Meeting of Company Shareholders. The (a) Promptly after the date hereof, Company will take all action necessary in accordance with Israeli Law, the rules of the NASDAQ, the Company Charter Documents Georgia Law and its Contracts Articles of Incorporation and agreements with its shareholders Bylaws to duly give notice of, convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for the purpose of considering and taking action with respect to the Company Shareholder Approval (the “Company Shareholders’ Meeting”) Meeting to be held as promptly as practicable, for the purpose of voting upon approval and in any event (to the extent permissible under applicable law) within thirty-five (35) days after the mailing adoption of this Agreement and approval of the Proxy Statement to the Company’s shareholdersMerger. Subject to Section 6.3(d5.2(c), the Company will use all its commercially reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders for required by the Company Shareholder Approvalrules of the OSE or Georgia Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its Company’s shareholders in advance of a vote on the adoption of Merger and this Agreement 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 shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Shareholders’ Meeting. The Company shall ensure that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it Company in connection with the Company Shareholders’ Meeting are solicited solicited, in compliance with Israeli the Georgia Law, its Articles of Incorporation and Bylaws, the rules of the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, OSE and all other applicable Legal Requirementslegal requirements. Without the prior written consent of ParentCompany’s obligation to call, the approval give notice of, convene and adoption of this Agreement, and the approval of the Merger and the other transactions contemplated hereby (including adjournment of hold the Company Shareholders’ MeetingMeeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, if necessarydisclosure, if announcement or submission to Company of any Acquisition Proposal (as defined in Section 5.3), or Superior Offer (as defined in Section 5.2(c), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger. Company shall give its shareholders sufficient notice to allow dissenting shareholders to perfect dissenters’ rights pursuant to Section 14-2-1321 of Georgia Law. Company shall (i) promptly submit for approval by its shareholders under Section 280G of the Code and the regulations promulgated thereunder any payments of cash or stock contemplated by this Agreement that may be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, such that all such payments resulting from the transactions contemplated hereby shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code and shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that a quorum is presentshareholder vote was held in conformance with Section 280G and the regulations thereunder, and that such requisite shareholder approval has not been obtained with respect to solicit additional proxies if there are any payment of cash or stock that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code and, as a consequence, that such “parachute payment” shall not sufficient votes be made or provided. (b) Subject to Section 5.2(c): (i) the Board of Directors of Company shall unanimously recommend that Company’s shareholders vote in favor of adoption and approval of adopt and approve this Agreement and the approval of approve the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a) of the Company Disclosure Letter, are the only matters which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Company has unanimously recommended that Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders’ Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of Company that Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous, provided, that for all purposes of this Agreement, an action by the Board of Directors of Company or a committee thereof shall be unanimous if each member of the Board of Directors or such committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger if (i) a Superior Offer (as defined below) is made to Company and is not withdrawn, (ii) Company shall have provided written notice to Parent (a “Notice of Superior Offer”) advising Parent that Company has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Parent shall not have, within five business days of Parent’s receipt of the Notice of Superior Offer, made an offer that Company’s Board of Directors by a majority vote determines in its good faith judgment (after consultation with a financial advisor with expertise in mergers and acquisitions if such offer is not wholly for cash) to be at least as favorable to Company’s shareholders as such Superior Offer (it being agreed that the Board of Directors of Company shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of Company concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Company to comply with its fiduciary obligations to Company’s shareholders under applicable law and (v) Company shall not have violated any of the restrictions set forth in Section 5.3 or this Section 5.2. Company shall provide Parent with at least three business days prior notice (or such lesser prior notice as provided to the members of Company’s Board of Directors but in no event less than twenty-four hours) of any meeting of Company’s Board of Directors at which Company’s Board of Directors is reasonably expected to consider any Acquisition Proposal to determine whether such Acquisition Proposal is a Superior Offer. Nothing contained in this Section 5.2(c) shall limit Company’s obligation to hold and convene the Company Shareholders’ Meeting (regardless of whether the unanimous recommendation of the Board of Directors of Company shall have been withdrawn, amended or modified). For purposes of this Agreement, “Superior Offer” shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger or consolidation involving Company pursuant to which the shareholders of Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction or (ii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or a two step transaction involving a tender offer followed with reasonable promptness by a merger involving Company), directly or indirectly, of ownership of 100% of the then outstanding shares of capital stock of Company, on terms that the Board of Directors of Company determines, in its reasonable judgment (after consultation with a financial advisor with expertise in mergers and acquisitions if such offer is not wholly for cash) to be more favorable to Company shareholders from a financial point of view than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a “Superior Offer” if any financing required to consummate the transaction contemplated by such offer is not committed or is not likely in the reasonable judgment of Company’s Board of Directors (after consultation with a financial advisor with expertise in mergers and acquisitions if such offer is not wholly for cash) to be obtained by such third party on a timely basis.

Meeting of Company Shareholders. The Company will take all action necessary in accordance with Israeli Law, the rules of the NASDAQ, the Company Charter Documents California Law and its Contracts Articles of Incorporation and agreements with its shareholders Bylaws to duly give notice ofcall, hold and convene and hold a meeting of its shareholders, promptly following the mailing of the Proxy Statement to such shareholders, for to consider adoption and approval of this Agreement and approval of the purpose of considering and taking action with respect to the Company Shareholder Approval Merger (the “Company Shareholders’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within thirty-five (35) 45 days after the mailing of the Proxy Statement to the Company’s shareholders. Subject to Section 6.3(d5.3(d), the Company will use all reasonable efforts (including by engaging a proxy solicitor, if requested in writing by Parent) to solicit from its shareholders proxies in favor of the Company Shareholder Approval adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders for the Company Shareholder Approvalrequired by California Law or other Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the adoption of Merger and this Agreement 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 shares of Company Ordinary Shares Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders’ Meeting. The Company shall ensure that cause the Company Shareholders’ Meeting is to be called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Company Shareholders’ Meeting are solicited in compliance with Israeli California Law, the rules its Articles of the NASDAQ, the Company Charter Documents, the Company’s Contracts Incorporation and agreements with its shareholders, Bylaws and all other applicable Legal Requirements. Without the prior written consent of ParentParent shall vote, the approval and adoption of this Agreementor cause to be voted, and the approval all of the shares of Company Common Stock (if any) then owned by it, Merger and the other transactions contemplated hereby (including adjournment Sub or any of the Company Shareholders’ Meetingits Subsidiaries, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the adoption and approval of this Agreement and the approval of the Merger and the other transactions contemplated hereby), including those matters listed on Section 6.2(a) of the Company Disclosure Letter, are the only matters which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ MeetingMerger.