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 (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 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’ Meeting' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, if necessarydisclosure, if a quorum is presentannouncement 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 solicit additional proxies if there are not sufficient votes in favor of adoption and approval of this Agreement and or 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.

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 (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 the NASDAQ, the Company Charter Documents, the Company’s Contracts and agreements with its shareholders, NASDAQ and all other applicable Legal RequirementsApplicable Laws. Without the prior written consent of ParentThe Company’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 or otherwise affected by the commencement, if necessarydisclosure, if a quorum is presentannouncement 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 solicit additional proxies if there are not sufficient votes in favor of adoption and approval 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 and the approval of the Merger and the other transactions contemplated hereby)in accordance with Section 7.1, including those matters listed on Section 6.2(a) of the Company Disclosure Letterwill have no obligation to call, are the only matters which the Company shall propose to be acted on by the Company’s shareholders at give notice of, convene or hold the Company Shareholders’ MeetingMeeting in accordance with this Section 5.2(a).

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 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’ Meeting' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, if necessarydisclosure, if a quorum is presentannouncement 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 solicit additional proxies if there are not sufficient votes in favor of adoption and approval of this Agreement and or 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.

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 a quorum is presentannouncement 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 solicit additional proxies if there are not sufficient votes in favor of adoption and approval of 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 approval 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 Merger 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 shareholder vote was held in conformance with Section 280G and the other transactions contemplated hereby)regulations thereunder, including those matters listed on and that such requisite shareholder approval has not been obtained with respect to any payment of cash or stock that may be deemed to constitute a “parachute payment” within the meaning of Section 6.2(a) 280G of the Company Disclosure LetterCode and, are the only matters which the Company as a consequence, that such “parachute payment” shall propose to not be acted on by the Company’s shareholders at the Company Shareholders’ Meetingmade or provided.

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 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 the hold Company Shareholders’ Meeting, if necessary, if a quorum is present, ' Meeting in accordance with this Section 5.2(a) shall not be limited 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 or otherwise affected by the Company’s shareholders at the commencement, disclosure, announcement or submission to Company Shareholders’ Meetingof any Acquisition Proposal.

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 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’ Meeting' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, if necessarydisclosure, if a quorum is presentannouncement 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 solicit additional proxies if there are not sufficient votes in favor of adoption and approval of this Agreement and or 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.

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.

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 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.