Parent Covenant to Support Shareholder Approval. As contemplated by Section 10.6(b) of the Credit Agreement, the Parent covenants that at the next special or annual meeting of shareholders of the Company with a record date after the date hereof, the Parent shall vote all of its voting securities of the Company in favor of the proposal, and to take all other necessary actions within its control, whenever possible (whether in its capacity as shareholder or otherwise, including without limitation, causing its controlled Affiliates, including directors and officers, to take all such necessary action), to approve the issuance by the Company of all of the Common Shares issuable pursuant to the Credit Agreement, without reference to the limit thereon set forth in Section 10.1(e) of the Credit Agreement (the “Shareholder Approval”), pursuant to the rules or regulations of the Nasdaq Global Market or the rules and regulations of the national securities market upon which the Common Shares or the ADSs are then-listed or quoted. The Parent agrees further to vote all of its voting securities of the Company in favor of such Shareholder Approval at each subsequent general meeting of shareholders to the extent permitted under the rules and regulations of the national securities market on which the Common Shares or ADSs are then-listed, if, despite the Company’s and the Parent’s reasonable best efforts, such Shareholder Approval is not obtained at the first meeting at which it is presented for a vote.
