Common use of Shareholder Meeting Clause in Contracts

Shareholder Meeting. Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwise.

Shareholder Meeting. Subject (a) The Company will take all action reasonably necessary to convene a meeting of the other provisions Company's shareholders to consider and vote upon the approval of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, (the "Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held Shareholder Meeting") as promptly as reasonably practicable at a location in (subject to applicable Law and to Section 6.5(b)) after the United States Form S-4 has been declared effective by the SEC. (b) Subject to the requirements of America following applicable Law and the mailing terms of this Agreement (including the next sentence and the provisions of Section 6.3), the board of directors of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, shall recommend to its shareholders the approval of this Agreement, the Merger Agreement and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that shall use commercially reasonable best efforts to solicit such approval. The board of directors of the Company shall be permitted to delay (i) not recommend to its shareholders that they approve this Agreement or postpone convening (ii) withdraw or modify in a manner adverse to Parent its recommendation to its shareholders that they approve this Agreement and, in either such event, not solicit votes in favor of such approval, if the Company Meeting (but not beyond the Termination Date) if Company's board of directors determines in the good faith judgment of the Board of Directors of the Company or any committee thereof (faith, after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent counsel, that to do otherwise would be inconsistent with its their fiduciary duties under applicable LawLaw (a "Change in Recommendation"). Subject Notwithstanding any such Change in Recommendation, Parent shall have the option, exercisable within six Business Days of notice of such Change in Recommendation, to Section 6.3 cause the board of directors of the Company to adopt a resolution directing that this Agreement and unless be submitted without recommendation to the shareholders of the Company at the shareholder meeting for the purpose of approving this Agreement has been terminated pursuant and, in connection with such submission, communicate the basis for its determination that this Agreement be submitted to its shareholders. If Parent exercises its option under the preceding sentence to have this Agreement submitted to the shareholders of the Company, Parent shall no longer be entitled to terminate this Agreement under Section 8.18.4(i) below. If Parent fails to exercise its option to require the Company to take the actions specified in the second preceding sentence, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor may terminate this Agreement at any time after the expiration of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwiserelevant six Business Day period.

Shareholder Meeting. Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as As promptly as reasonably practicable at a location (but in the United States of America any event no more than forty-five (45) days) following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval date of this Agreement, the Merger Company and Parent shall jointly prepare and Parent shall cause to be filed with the other transactions contemplated hereby SEC the Form S-4 with respect to the shares of Parent Common Stock and New Parent Preferred Stock (the “Company Recommendation”); provided, however, that or depositary shares in respect thereof) issuable in the Company shall be permitted Merger, which will include the Proxy Statement/Prospectus with respect to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors Shareholder Meeting. Each of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1Parent, the Company will as applicable, shall use its reasonable best efforts to solicit from (A) have the Proxy Statement/Prospectus cleared and the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (B) ensure that the Form S-4 and the Proxy Statement/Prospectus comply in all material respects with the applicable provisions of the Exchange Act and Securities Act, (C) mail or deliver the Proxy Statement/Prospectus to the Company’s shareholders as promptly as practicable after the Form S-4 is declared effective and (D) keep the Form S-4 effective for so long as is necessary to complete the Mergers. Each of the Company and Parent shall furnish all information required to be disclosed in the Form S-4 and Proxy Statement/Prospectus or as may reasonably be requested concerning itself, its Affiliates and its shareholders proxies to the other, including all information necessary for the preparation of pro forma or other financial statements, and provide such other assistance as may be exercised reasonably requested in favor connection with the preparation, filing and distribution of the approval Form S-4 and Proxy Statement/Prospectus. Each of this Agreement the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or the Proxy Statement/Prospectus, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the MergerSEC, on the other hand, and all written comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC and advise the other Party of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement/Prospectus, and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, prior to filing the Company will take all Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the actions contemplated by this Section 6.4SEC with respect thereto, regardless of whether the Board of Directors each of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give reasonable and good faith consideration to any comments received by the other Party on such document or response. Parent shall advise the Company, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Company Merger for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act, NYSE rules and regulations, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the shares of Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) in the Company Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Shares and Company Series D Preferred Shares as may be reasonably requested in connection with any such actions. Parent shall also take any other action required to be taken under the Securities Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the new Parent OP Interests in connection with the Partnership Merger, and the Company shall furnish all information concerning the Company, the Partnership and the holders of the Partnership OP Units as may be reasonably requested in connection with any such actions. The Parent Parties shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything the right, to the contrary extent necessary (and following consultation with the Company), to prepare and file a Form S-4 with respect to the new Parent OP Interests (the “OP Unit Form S-4”) to be issued in connection with the Partnership Merger. The Company Parties will cooperate in the preparation of the OP Unit Form S-4 pursuant to the immediately preceding sentence. For the avoidance of doubt, in the event the Parent Parties determine to prepare and file the OP Unit Form S-4, (x) the Parent Parties shall prepare and cause to be filed with the SEC, as promptly as reasonably practicable after such determination, the OP Unit Form S-4, (y) all references in this Agreement, Parent Agreement to “Form S-4” (including this Section 7.1 and Merger Sub make no representation or warranty as Section 8.1(b)) shall be deemed to refer to the validity of Form S-4 and the Company Meeting or the Merger under the BC ActOP Unit Form S-4, this Agreement or otherwisecollectively.

Shareholder Meeting. Subject (a) Company shall use all commercially reasonable efforts to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, cause the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association Special Meeting to duly call, give notice of, convene and hold a meeting of its shareholders to be held occur as promptly as reasonably practicable at a location after the date of this Agreement, and in the United States of America following the mailing of the Proxy Statement any event on or before July 28, 2017, for the purpose of obtaining the Company Requisite Shareholder Approval Vote. Company shall not adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation) its shareholders’ meeting without the “Company Meeting”prior written consent of Acquiror (which consent shall not be unreasonably withheld) andexcept (i) as required for quorum purposes, subject (ii) to comply with requirements of applicable Law (including any disclosure obligations under Canadian Laws or U.S. Laws), (iii) as required by the Court or (iv) as permitted under Section 6.3 4.9(d). (b) Subject to the terms of this Agreement, shall, through its Board Company shall use all commercially reasonable efforts to solicit proxies in favor of Directors, recommend to its shareholders the approval of this Agreementthe Arrangement Resolution by the Company Requisite Shareholder Vote. Company shall, if so requested by Acquiror, use the services of dealers and proxy solicitation service firms to solicit proxies in favor of the Arrangement Resolution. Company shall advise Acquiror as it may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Special Meeting, as to the aggregate tally of the proxies received by Company in respect of the Arrangement Resolution. (c) Subject to Section 4.9(d), the Merger and Company Board shall unanimously recommend approval of the other transactions contemplated hereby Arrangement Resolution by the shareholders of Company to the effect set forth in Section 2.22 (the “Company Recommendation”); provided, however, that . Neither the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or nor any committee thereof shall (after consultation with its outside legal advisorsi) such delay (A) withdraw (or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject modify in a manner adverse to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant Acquiror), or propose to Section 8.1withdraw (or modify in a manner adverse to Acquiror), the Company will use its reasonable best efforts Recommendation (it being understood that taking a neutral position or no position with respect to solicit from its shareholders proxies a Company Acquisition Proposal for a period not exceeding five Business Days shall not be considered an adverse modification), (B) fail to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoingreaffirm publicly, unless this Agreement is terminated in accordance with Section 8.1without qualification, the Company will take all of the actions contemplated by this Section 6.4Recommendation within five Business Days after Acquiror requests in writing that such action be taken or (C) approve, regardless of whether the Board of Directors of the adopt or recommend, or propose publicly to approve, adopt or recommend, any Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary Acquisition Proposal (any action described in this Agreementsubclause (i), Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwise.a

Shareholder Meeting. Subject to The Company will, consistent with applicable Law and its certificate of incorporation and bylaws, as soon as practicable following the other provisions date of this Agreement and unless this Agreement has been terminated pursuant to (but in any event not later than the date of mailing of the Proxy Statement as prescribed by Section 8.15.2), the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in (the United States of America following the mailing of the Proxy Statement "Shareholder Meeting") for the purpose of obtaining considering the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 approval and adoption of this Agreement, shallAgreement and the Merger and at such meeting call for a vote in respect of the approval and adoption of this Agreement and the Merger. The Company shall consult with Parent regarding the date of the Shareholder Meeting and shall not postpone or adjourn (other than for the absence of a quorum or as may be 38 reasonably necessary due to a delay in mailing the Proxy Statement solely as a result of the period of time necessary to respond to any comments received from the SEC staff with respect to the Proxy Statement) the Shareholder Meeting without the consent of Parent. The Company will, through its Board of Directors, recommend to its shareholders the approval adoption of this Agreement, the Merger and the other transactions contemplated hereby shall not withdraw or modify such recommendation (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company may exclude such recommendation from the Proxy Statement and otherwise change its recommendation if, pursuant to Section 5.5, it is permitted to endorse, recommend or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Lawapprove and/or agree on a Superior Proposal). Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.15.5, the Company will shall use its reasonable best efforts to solicit from its shareholders of the Company proxies to be exercised in favor of the approval adoption of this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote or consent of shareholders required to effect the Merger. Notwithstanding Without limiting the generality of the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all agrees that its obligations pursuant to the first sentence of the actions contemplated by this Section 6.45.1 shall not be affected in any way by the commencement, regardless public proposal, public disclosure or communication to the Company of whether a Competing Proposed Transaction or by any modification or withdrawal by the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything its recommendation with respect to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwiseand the Merger.

Shareholder Meeting. Subject to the other provisions terms of this Agreement and unless this Agreement has been terminated pursuant to (except in respect of Section 8.12.5(b)) receipt of the Interim Order, Novadaq shall: (a) convene and conduct the Shareholder Meeting in accordance with its constating documents, the Company Interim Order and applicable Laws, as soon as reasonably practicable, and in any event on or before August 8, 2017; (b) in consultation with Stryker, fix and publish a record date for the purposes of determining Novadaq Shareholders entitled to receive notice of and vote at the Shareholder Meeting and give notice to Stryker of the Shareholder Meeting; (c) allow Stryker’s representatives and legal counsel to attend the Shareholder Meeting; (d) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Shareholder Meeting without Stryker’s prior written consent, except: (i) as required for quorum purposes (in which case the meeting shall take all be adjourned and not cancelled), by Law or by a Governmental Entity or by valid Novadaq Shareholder action necessary (which action is not solicited or proposed by Novadaq or the Novadaq Board and subject to compliance by Novadaq with Section 5.2(c)); or (ii) as otherwise expressly permitted under this Agreement; (e) unless the Novadaq Board has made a Novadaq Change in Recommendation in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 applicable provisions of this Agreement, shalluse commercially reasonable efforts to solicit proxies in favour of the Arrangement Resolution, through its Board including, if so requested by Stryker and at the expense of DirectorsStryker, recommend using the services of dealers and proxy solicitation firms to its shareholders solicit proxies in favour of the approval of this Agreementthe Arrangement Resolution; (f) provide Stryker with copies of or access to information regarding the Shareholder Meeting generated by any dealer or proxy solicitation services firm engaged by Novadaq, the Merger as requested from time to time by Stryker; (g) promptly advise Stryker as frequently as Stryker may reasonably request, and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment at least on a daily basis on each of the Board of Directors last ten (10) Business Days prior to the date of the Company Shareholder Meeting, as to the aggregate tally of the proxies received by Novadaq in respect of the Arrangement Resolution; (h) promptly advise Stryker of any written communication from any Novadaq Shareholder in opposition to the Arrangement, written notice of dissent or purported exercise by any committee thereof Novadaq Shareholder of Dissent Rights received by Novadaq in relation to the Arrangement and any withdrawal of Dissent Rights received by Novadaq and any written communications sent by or on behalf of Novadaq to any Novadaq Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement; (after consultation i) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with its outside legal advisorsrespect to Dissent Rights without the prior written consent of Stryker; (j) such delay not change the record date for the Novadaq Shareholders entitled to vote at the Shareholder Meeting in connection with any adjournment or postponement of the Company Shareholder Meeting is consistent unless required by Law; and (k) at the reasonable request of Stryker from time to time, promptly provide Stryker with its fiduciary duties under applicable Law. Subject to Section 6.3 a list (in both written and electronic form) of: (i) the registered Novadaq Shareholders, together with their addresses and respective holdings of this Agreement Novadaq Shares; (ii) the names and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything addresses (to the contrary extent in this AgreementNovadaq’s possession or otherwise reasonably obtainable by Novadaq) and holdings of all Persons having rights issued by Novadaq to acquire Novadaq Shares (including Novadaq Equity Award Holders); and (iii) participants in book-based systems and non-objecting beneficial owners of Novadaq Shares, Parent together with their addresses and Merger Sub make no representation respective holdings of Novadaq Shares. Novadaq shall from time to time require that its registrar and transfer agent furnish Stryker with such additional information, including updated or warranty additional lists of Novadaq Shareholders and lists of holdings and other assistance as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwiseStryker may reasonably request.

Shareholder Meeting. Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1(a) The Company shall, the Company shall as promptly as practicable, take all action steps necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a special meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval voting on (the “Company Meeting”i) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby Transactions, and (ii) the appointment of the Shareholder Representative under this Agreement and the Cash Escrow Agreement (the ‘Company Shareholder Proposal”) on or prior to thirty (30) days from the date hereof (the “Company RecommendationShareholder Meeting”); provided. The Company shall use its best efforts to obtain the necessary approvals of the Company Shareholder Proposal described above to be submitted by it in connection with this Agreement, howeverthe Merger and the other Transactions as promptly as practicable. The Company shall prepare appropriate solicitation materials for the Company Shareholder Meeting (the “Information Statement”) pursuant to Section 6.13(c) hereof. The Company shall cause all such materials to comply with all requirements of Applicable Law. (b) If applicable, that the Company shall be permitted also submit to delay or postpone convening the Company Meeting (but not beyond Shareholders for approval at the Termination DateCompany Shareholder Meeting, by such number of shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) if of the Code, any payments and/or benefits that may separately or in the good faith judgment aggregate, constitute “parachute payments,” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (which initial determination shall be made by the Company and shall be subject to review and approval by Parent and Parent Americas), such that such Section 280G Payments shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Parent and Parent Americas certification that (i) a Company shareholder vote was solicited in conformance with Section 280G of the Internal Revenue Code and the requisite shareholder approval was obtained with respect to any Section 280G Payments that were subject to the Company shareholder vote or (ii) the Company shareholder approval of Section 280G Payments was not obtained and as a consequence, any such payments and/or benefits will not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits duly executed by the affected individuals prior to the Company Shareholder Meeting. (c) Promptly following the execution and delivery of this Agreement by each of the parties hereto, the Company shall prepare and distribute to all shareholders of the Company the Information Statement, subject to the review of the Parent and Parent Americas. With respect to the information given to Company shareholders pursuant to this section, the Company shall include in the Information Statement information sufficient to obtain the approval of the Company Shareholder Proposal and the Section 280G Payments, if applicable, from the shareholders of the Company. The Information Statement and any amendments or supplements thereto shall contain the unanimous recommendation of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement that the Company’s shareholders approve the Company Shareholder Proposal and 280G Payments, if applicable, and the conclusion of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 Board of this Agreement Directors that the terms and unless this Agreement has been terminated pursuant to Section 8.1conditions of the Merger are advisable, and are fair and reasonable to, and in the best interests of, the shareholders of the Company. (d) The Company will shall use its commercially reasonable best efforts to solicit from its shareholders proxies cause Company Shareholders holding at least ninety-seven percent (97%) of the outstanding shares of Company Capital Stock (computed on an as-converted, as exercised Company Common Stock equivalent basis) to be exercised vote in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwiseShareholder Proposal.

Shareholder Meeting. Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to (a) Except as otherwise provided in Section 8.15.03, the Company shall take all action necessary in accordance with shall, as soon as practicable following the BC Act and its Memorandum date of Association and Articles of Association to this Agreement, duly call, give notice of, convene convene, and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in (the United States of America following the mailing of the Proxy Statement "Shareholder Meeting") for the purpose of obtaining approving this Agreement and the Merger by the Required Shareholder Vote. Except as otherwise provided in Section 5.03, the Company Shareholder Approval (Board shall declare the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval advisability of this Agreement, the Merger and the other transactions contemplated hereby (by this Agreement, and recommend to the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its Company's shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger, shall include such declaration and recommendation in the Proxy Statement, and shall take all lawful and commercially reasonable action to solicit such approval and to otherwise comply with all legal requirements applicable to the Shareholder Meeting. (b) As soon as practicable following the date of this Agreement, the Company, Merger Sub, and Parent shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement, in preliminary form. Notwithstanding Merger Sub and Parent will cooperate with the foregoingCompany in connection with the preparation and filing with the SEC of the Proxy Statement, unless including, but not limited to, furnishing the Company upon request with any and all information regarding Merger Sub, Parent, or their respective Affiliates, the plans of such Persons for the Surviving Company after the Effective Time, and all other matters and information as may be required to be set forth therein under the Exchange Act or the rules and regulations promulgated thereunder. Prior to the filing of the Proxy Statement, in preliminary form, the parties shall each approve (which approval, with respect to any party, shall not be unreasonably withheld, delayed, or conditioned) the form and content of the Proxy Statement. The Company shall use its reasonable best efforts, after consultation with the Parent and the Merger Sub, (i) to respond to the comments of the SEC staff concerning the Proxy Statement as promptly as practicable, and (ii) to cause the final, definitive Proxy Statement to be filed with the SEC and mailed to the Company's shareholders not later than five (5) Business Days after receipt of clearance from the SEC staff. The Company shall pay the filing fees for the Proxy Statement. Merger Sub and Parent shall be given a reasonable opportunity to review and comment upon all filings with the SEC and all mailings to the Company's shareholders in connection with the Merger and the other transactions contemplated by this Agreement is terminated prior to the filing or mailing thereof. Each of the Company, Parent, and Merger Sub agree to promptly supplement, update, and correct any information provided by such party for use in accordance the Proxy Statement which becomes incomplete, false, or misleading. The Company shall cause the Fairness Opinion of the Advisor to be included as an annex to the Proxy Statement. (c) Concurrently with Section 8.1the preparation and filing of the Proxy Statement, the Company, Merger Sub, and Parent shall jointly prepare and file with the SEC the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly furnish to the other parties all information concerning such party as may reasonably be requested in connection with the preparation of the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly supplement, update, and correct any information provided by such party for use in the Schedule 13E-3 which becomes incomplete, false, or misleading. The Company shall cause the Fairness Opinion to be included as an exhibit to the Schedule 13E-3. (d) Each party shall notify the other parties promptly of (i) the receipt of any notices, comments, or other communications from the SEC or any other Governmental Entity, and (ii) any requests by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly provide the other parties with copies of all correspondence between such party or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Schedule 13E-3. (e) If, at any time prior to the Shareholder Meeting, any event should occur relating to the Company or its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will take all of the actions contemplated by this Section 6.4promptly inform Parent and Merger Sub. If, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything at any time prior to the contrary Shareholder Meeting, any event should occur relating to Parent or Merger Sub, which should be set forth in this Agreementan amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Parent and Merger Sub make no representation will promptly inform the Company. In any such case, the Company, with the cooperation of Parent and Merger Sub shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or warranty as supplement to the validity Company's shareholders; provided that, prior to such filing or mailing, the parties shall approve (which approval, with respect to any party, shall not be unreasonably withheld, delayed, or conditioned) the form and content of such amendment or supplement. (f) At the Shareholder Meeting (including any adjournment thereof), Parent will, and will cause each of its Subsidiaries and Affiliates to, vote any and all Company Common Stock owned by them in favor of the Company Meeting or Merger and the Merger under adoption of the BC Act, this Agreement or otherwiseAgreement.

Shareholder Meeting. Subject to As promptly as practicable after the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1date hereof, but in no event later than ninety (90) days after the date hereof, the Company shall take all action necessary duly call and convene, in accordance compliance with the BC Act By-laws and all applicable laws and regulations including, without limitation, all applicable proxy solicitation rules of the SEC, a special meeting of shareholders for the sole purpose of approving amendments to the Certificate, in form satisfactory to Investor, so as to: (a) provide that one of the purposes of the Company shall be to engage in any lawful activity for which corporations may be formed under the New York Business Corporation Law (the "BCL"); (b) delete paragraph 5 of the Certificate regarding the Company's tax year; (c) add provisions to the Certificate (i) eliminating the personal liability of the Company's directors to the Company and its Memorandum of Association shareholders for damages as and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing extent permitted by Section 402(b) of the Proxy Statement BCL and (ii) providing for indemnification of the purpose Company's directors as and to the extent permitted by the BCL; and (d) add or delete other provisions of obtaining the Company Shareholder Approval (the “Company Meeting”) andCertificate, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company any additions or -------- ------- deletions pursuant to this clause (d) shall be permitted reasonably acceptable in substance to delay Investor. The Company and its management shall not present or postpone convening the Company Meeting permit to be presented at such meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisorsadjournment thereof) such delay or postponement of any other matters for shareholder action without Investor's prior consent and shall recommend that the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1Company's shareholders approve the aforementioned amendments, the Company will shall use its reasonable best efforts to solicit from its shareholders proxies obtain all requisite shareholder approval for such amendments, and shall, as soon as practicable following such approval, cause such amendments to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwisebecome effective.

Shareholder Meeting. Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to (a) Except as otherwise provided in Section 8.15.03, the Company shall take all action necessary in accordance with shall, as soon as practicable following the BC Act and its Memorandum date of Association and Articles of Association to this Agreement, duly call, give notice of, convene convene, and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in (the United States of America following the mailing of the Proxy Statement “Shareholder Meeting”) for the purpose of obtaining approving this Agreement and the Merger by the Required Shareholder Vote. Except as otherwise provided in Section 5.03, the Company Shareholder Approval (Board shall declare the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval advisability of this Agreement, the Merger and the other transactions contemplated hereby (by this Agreement, and recommend to the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its Company’s shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger, shall include such declaration and recommendation in the Proxy Statement, and shall take all lawful and commercially reasonable action to solicit such approval and to otherwise comply with all legal requirements applicable to the Shareholder Meeting. (b) As soon as practicable following the date of this Agreement, the Company, Merger Sub, and Parent shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement, in preliminary form. Notwithstanding Merger Sub and Parent will cooperate with the foregoingCompany in connection with the preparation and filing with the SEC of the Proxy Statement, unless including, but not limited to, furnishing the Company upon request with any and all information regarding Merger Sub, Parent, or their respective Affiliates, the plans of such Persons for the Surviving Company after the Effective Time, and all other matters and information as may be required to be set forth therein under the Exchange Act or the rules and regulations promulgated thereunder. Prior to the filing of the Proxy Statement, in preliminary form, the parties shall each approve (which approval, with respect to any party, shall not be unreasonably withheld, delayed, or conditioned) the form and content of the Proxy Statement. The Company shall use its reasonable best efforts, after consultation with the Parent and the Merger Sub, (i) to respond to the comments of the SEC staff concerning the Proxy Statement as promptly as practicable, and (ii) to cause the final, definitive Proxy Statement to be filed with the SEC and mailed to the Company’s shareholders not later than five (5) Business Days after receipt of clearance from the SEC staff. The Company shall pay the filing fees for the Proxy Statement. Merger Sub and Parent shall be given a reasonable opportunity to review and comment upon all filings with the SEC and all mailings to the Company’s shareholders in connection with the Merger and the other transactions contemplated by this Agreement is terminated prior to the filing or mailing thereof. Each of the Company, Parent, and Merger Sub agree to promptly supplement, update, and correct any information provided by such party for use in accordance the Proxy Statement which becomes incomplete, false, or misleading. The Company shall cause the Fairness Opinion of the Advisor to be included as an annex to the Proxy Statement. (c) Concurrently with Section 8.1the preparation and filing of the Proxy Statement, the Company, Merger Sub, and Parent shall jointly prepare and file with the SEC the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly furnish to the other parties all information concerning such party as may reasonably be requested in connection with the preparation of the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly supplement, update, and correct any information provided by such party for use in the Schedule 13E-3 which becomes incomplete, false, or misleading. The Company shall cause the Fairness Opinion to be included as an exhibit to the Schedule 13E-3. (d) Each party shall notify the other parties promptly of (i) the receipt of any notices, comments, or other communications from the SEC or any other Governmental Entity, and (ii) any requests by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly provide the other parties with copies of all correspondence between such party or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Schedule 13E-3. (e) If, at any time prior to the Shareholder Meeting, any event should occur relating to the Company or its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will take all of the actions contemplated by this Section 6.4promptly inform Parent and Merger Sub. If, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything at any time prior to the contrary Shareholder Meeting, any event should occur relating to Parent or Merger Sub, which should be set forth in this Agreementan amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, Parent and Merger Sub make no representation will promptly inform the Company. In any such case, the Company, with the cooperation of Parent and Merger Sub shall, upon learning of such event, promptly prepare, file and, if required, mail such amendment or warranty as supplement to the validity Company’s shareholders; provided that, prior to such filing or mailing, the parties shall approve (which approval, with respect to any party, shall not be unreasonably withheld, delayed, or conditioned) the form and content of such amendment or supplement. (f) At the Shareholder Meeting (including any adjournment thereof), Parent will, and will cause each of its Subsidiaries and Affiliates to, vote any and all Company Common Stock owned by them in favor of the Company Meeting or Merger and the Merger under adoption of the BC Act, this Agreement or otherwiseAgreement.

Shareholder Meeting. Subject to (a) As soon as practicable after the other provisions of this Agreement SEC confirms that it has no further comments on the Schedule 13E-3 and unless this Agreement has been terminated pursuant to Section 8.1the Proxy Statement, but in any event no later than ten (10) days after such confirmation, the Company shall take all action necessary (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholder Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholder Meeting without the prior written consent of Parent, unless required to do so by applicable Laws; and in accordance with the BC Act event that the date of the Shareholder Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required by applicable Laws or stock exchange requirement, the Company shall, if possible, implement such adjournment or other delay in such a way that the Company does not need to establish a new Record Date for the Shareholder Meeting, as so adjourned or delayed and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders (ii) mail or cause to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6−K) as of the Record Date, for the purpose of obtaining voting upon the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the authorization and approval of this Agreement, the Plan of Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable LawTransactions. Subject to Section 6.3 6.4(b), without the prior written consent of Parent, the authorization and approval of this Agreement Agreement, the Plan of Merger and unless this Agreement has been terminated pursuant the Transactions, are the only matters (other than procedural matters) that shall be proposed to Section 8.1be voted upon by the shareholders of the Company at the Shareholder Meeting. (b) As soon as reasonably practicable but in any event no later than forty (40) days after the date of mailing the Proxy Statement, the Company will shall hold the Shareholder Meeting. Subject to Section 6.2, (i) the Company Board shall recommend to holders of the Shares that they authorize and approve this Agreement, the Plan of Merger and the Transactions, and shall include such recommendation in the Proxy Statement and (ii) the Company shall use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions and shall take all other action necessary or advisable to secure the Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement is validly terminated in accordance with Article IX, (x) the Company’s obligations pursuant to this Section 6.4 shall not be limited or otherwise affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Competing Proposal, and (y) the Company’s obligations pursuant to this Section 6.4 (other than the second sentence of this Section 6.4(b)) shall not be limited or otherwise affected by any Adverse Recommendation Change. (c) Notwithstanding Section 6.4(b), after consultation in good faith with Parent, the Company may recommend the adjournment of the Shareholder Meeting to its shareholders (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Shares within a reasonable amount of time in advance of the Shareholder Meeting, (ii) as otherwise required by applicable Law or (iii) if as of the time for which the Shareholder Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholder Meeting. If the Shareholder Meeting is adjourned, the Company shall convene and hold the Shareholder Meeting as soon as reasonably practicable thereafter, subject to the immediately preceding sentence; provided that the Company shall not recommend to its shareholders the adjournment of the Shareholder Meeting to a date that is less than five (5) Business Days prior to the Outside Date. (d) The Company shall hold the Shareholder Meeting as promptly as practicable but in any event no later than forty (40) days following the mailing of the Proxy Statement in accordance with the Company Governing Documents and applicable Laws. Notwithstanding the foregoing, Parent may request that the Company adjourn the Shareholder Meeting for up to ninety (90) days (but in any event no later than five (5) Business Days prior to the Outside Date), (i) if as of the time for which the Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Shareholder Meeting or (B) voting in favor of approval of this Agreement and the Merger. Notwithstanding Transactions to obtain the foregoingShareholder Approval, unless this Agreement is terminated or (ii) in order to allow reasonable additional time for (A) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (B) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholder Meeting, in which event the Company shall, in each case, cause the Shareholder Meeting to be adjourned in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwiseParent’s request.

Shareholder Meeting. Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company shall take all action reasonable steps necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement date hereof for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of voting upon the approval of this Agreement and the MergerMerger (the “Special Meeting”). Notwithstanding At such Special Meeting, Company also may submit to its shareholders proposals typically considered at its annual meeting of shareholders, including the foregoing, unless this Agreement is terminated in accordance with Section 8.1, election of directors and the Company will take all ratification of the actions contemplated by this Section 6.4, regardless of whether auditors. Management and the Board of Directors of Company shall recommend to its shareholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, together with any matters incident thereto, and shall oppose any third party proposal or other action that is inconsistent with this Agreement or the consummation of the transactions contemplated hereby; provided, however, that Company shall not be obligated to so recommend or oppose (a “Change in Recommendation”), as the case may be, if at any time prior to the Effective Time either: (i) (A) the Company Board of Directors has received a Competing Proposal (that has not been withdrawn) that constitutes a Superior Proposal, (B) the Company Board of Directors determines in good faith (after considering in good faith any counter-offer or proposal made by Parent during the two-day period contemplated by clause (D) below), that the failure to effect a Change in Recommendation in light of such Superior Proposal reasonably would be expected to result in a breach of its fiduciary duties to Company’s shareholders under applicable law, (C) at least two (2) days prior to such Change in Recommendation, Company shall have effected provided to Parent a Company written notice (a “Notice of Recommendation Change”) of its intention to make such Change in Recommendation (which notice shall not be deemed to be, in and of itself, a Change in Recommendation; provided ), specifying the material terms and conditions of such Superior Proposal, including a copy of such Superior Proposal and identifying the Person making such Superior Proposal (it being understood and agreed that in such event and notwithstanding anything any amendment to the contrary financial terms or any other material terms of such Superior Proposal shall require the delivery of a new Notice of Recommendation Change and a new one-day period), (D) during the two-day period following Parent’s receipt of a Notice of Recommendation Change, Company shall have given Parent the opportunity to meet with Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement, and (E) Parent and Merger Sub make no representation or warranty shall not, within two (2) days of Parent’s receipt of a Notice of Recommendation Change have made an offer that the Board of Directors of Company determines in good faith, after consultation, to be at least as favorable to the validity of Company’s shareholders as such Superior Proposal; or (ii) other than in connection with a Superior Proposal, (A) the Company Meeting Board of Directors determines in good faith that the failure to effect a Change in Recommendation could reasonably be expected to result in a breach of its fiduciary duties to the Company’s shareholders under applicable law and (B) at least two (2) days prior to such Change in Recommendation, Company shall have provided to Parent a Notice of Recommendation Change of its intention to make such Change in Recommendation (which notice shall not be deemed to be, in and of itself a Change in Recommendation), specifying in reasonable detail the circumstances for such proposed Change in Recommendation (it being understood and agreed that any change to such circumstances or any additional circumstances shall require the Merger under delivery of a new Notice of Recommendation Change and a new one-day period), and (C) during the BC Acttwo-day period following Parent’s receipt of a Notice of Recommendation Change, Company shall have given Parent the opportunity to meet with Company and its Representatives, and at Parent’s request, shall have negotiated in good faith regarding the terms of possible revisions to the terms of this Agreement or otherwiseAgreement.

Shareholder Meeting. Subject to As promptly as practicable after the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1date hereof, but in no event later than ninety (90) days after the date hereof, the Company shall take all action necessary duly call and convene, in accordance compliance with the BC Act By-laws and its Memorandum all applicable laws and regulations including, without limitation, all applicable proxy solicitation rules of Association and Articles of Association to duly callthe SEC, give notice of, convene and hold a special meeting of its shareholders for the sole purpose of approving amendments to be held the Certificate, in form satisfactory to Investor, so as promptly as reasonably practicable at a location in the United States of America following the mailing to: (a) provide that one of the Proxy Statement for the purpose purposes of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening engage in any lawful activity for which corporations may be formed under the New York Business Corporation Law (the "BCL"); (b) delete paragraph 5 of the Certificate regarding the Company's tax year; (c) add provisions to the Certificate (i) eliminating the personal liability of the Company's directors to the Company Meeting (but not beyond and its shareholders for damages as and to the Termination Dateextent permitted by Section 402(b) if in the good faith judgment of the Board of Directors BCL and (ii) providing for indemnification of the Company's directors as and to the extent permitted by the BCL; and (d) add or delete other provisions of the Certificate, PROVIDED, HOWEVER, that any additions or deletions pursuant to this clause (d) shall be reasonably acceptable in substance to Investor. The Company and its management shall not present or permit to be presented at such meeting (or any committee thereof (after consultation with its outside legal advisorsadjournment thereof) such delay or postponement of any other matters for shareholder action without Investor's prior consent and shall recommend that the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1Company's shareholders approve the aforementioned amendments, the Company will shall use its reasonable best efforts to solicit from its shareholders proxies obtain all requisite shareholder approval for such amendments, and shall, as soon as practicable following such approval, cause such amendments to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwisebecome effective.

Shareholder Meeting. Subject TIG shall, and shall cause its Board of Directors to, (i) take all action in accordance with the securities laws, the laws of the State of Colorado, the TIG Articles and the TIG Bylaws necessary to (A) call and give notice of a special meeting of its shareholders (the other provisions “TIG Shareholder Meeting”) for the purpose of seeking the TIG Shareholder Approval within ten (10) business days following the date the Form S-4 is declared effective under the Securities Act and (B) schedule the TIG Shareholder Meeting to take place on a date that is within forty (40) days after the notice date; (ii) subject to Section 6.7, use its commercially reasonable best efforts to (x) cause the TIG Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the TIG Shareholder Approval; and (iii) subject to Section 6.7, include in the Proxy Statement the recommendation that the TIG shareholders approve this Agreement and the Merger (the “TIG Board Recommendation”). TIG shall adjourn or postpone the TIG Shareholder Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of TIG Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated pursuant to Section 8.18.1 prior to the scheduled time of the TIG Shareholder Meeting, the Company TIG Shareholder Meeting shall take all action necessary in accordance with be convened and this Agreement shall be submitted to the BC Act and its Memorandum shareholders of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable TIG at a location in the United States of America following the mailing of the Proxy Statement TIG Shareholder Meeting for the purpose of obtaining voting on the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the approval adoption of this Agreement and the Merger. Notwithstanding the foregoingother matters contemplated hereby, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all and nothing contained herein shall be deemed to relieve TIG of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwiseobligation.

Shareholder Meeting. Subject (a) The Company shall submit to the other provisions of its shareholders this Agreement and unless any other matters required to be approved or adopted by its shareholders to carry out the intentions of this Agreement has been terminated pursuant to Section 8.1Agreement. In furtherance of that obligation, the Company shall take will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholder Meeting”) and, subject as promptly as practicable to consider and vote on approval and adoption of this Agreement and the transactions provided for in this Agreement. Subject to Section 6.3 of this Agreement5.8(b), the Company shall, (i) through its Board of Directors, recommend to its shareholders the adoption and approval of this Agreement, (ii) include such recommendation in the Merger Proxy Statement-Prospectus and (iii) use reasonable best efforts to obtain from its shareholders the other transactions contemplated hereby necessary votes approving and adopting this Agreement. (b) Notwithstanding anything in this Agreement to the “Company Recommendation”); providedcontrary, however, that at any time before the Company shall be permitted to delay or postpone convening Shareholder Meeting, the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Company’s Board of Directors of the Company or any committee thereof may, if it concludes in good faith (after consultation with its outside legal advisors) such delay or postponement that the failure to do so would be reasonably likely to result in a violation of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject law, withdraw or modify or change in a manner adverse to Section 6.3 Purchaser its recommendation that the shareholders of the Company approve this Agreement and unless (a “Change of Recommendation”) (although the resolutions approving this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor as of the approval date hereof may not be rescinded or amended); provided that before any such Change of this Agreement and the Merger. Notwithstanding the foregoingRecommendation, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected complied in all material respects with Section 5.1, given Purchaser at least three (3) Business Days’ prior written notice advising it of the intention of the Company’s Board of Directors to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action and, if the decision relates to an Acquisition Proposal, given Purchaser the material terms and conditions of the Acquisition Proposal or inquiry, including the identity of the Person making any such Acquisition Proposal and any written materials received by the Company Change or any of its Subsidiaries in Recommendationconnection therewith; provided and provided, further, that in if the decision relates to an Acquisition Proposal: (i) the Company shall have given Purchaser three (3) Business Days after delivery of such event and notwithstanding anything notice to Purchaser to propose revisions to the contrary in terms of this Agreement (or make another proposal) and if Purchaser proposes to revise the terms of this Agreement, Parent throughout such period the Company shall have negotiated in good faith with Purchaser with respect to such proposed revisions or other proposal; and Merger Sub (ii) the Company’s Board of Directors shall have determined in good faith, after consultation with the Company’s outside legal counsel and financial advisors and after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Purchaser, if any, that such Acquisition Proposal constitutes a Superior Proposal. If the Company’s Board of Directors does not make no representation the determination that such Acquisition Proposal constitutes a Superior Proposal and thereafter determines not to withdraw, modify or warranty as to change its recommendation that the validity shareholders of the Company Meeting or the Merger under the BC Act, approve this Agreement in connection with a new Acquisition Proposal, the procedures referred to above shall apply anew and shall also apply to any subsequent withdrawal, modification or otherwisechange. In the event of any material revisions to the Acquisition Proposal, the Company shall be required to deliver a new written notice to Purchaser and to again comply with the requirements of this Section 5.8(c) with respect to such new written notice, except that the three (3) Business Day period referred to above shall be reduced to two (2) Business Days.

Shareholder Meeting. Subject (a) The Company shall submit to the other provisions of its shareholders this Agreement and unless any other matters required to be approved or adopted by shareholders to carry out the intentions of this Agreement has been terminated pursuant to Section 8.1Agreement. In furtherance of that obligation, the Company shall take will take, in accordance with applicable law and its charter and bylaws, all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholder Meeting”) and, subject as promptly as practicable to consider and vote on approval and adoption of this Agreement and the transactions provided for in this Agreement. Subject to Section 6.3 of this Agreement5.8(b), the Company shall, (i) through its Board of Directors, recommend to its shareholders the adoption and approval of this Agreement, (ii) include such recommendation in the Merger Proxy Statement-Prospectus and the other transactions contemplated hereby (the “Company Recommendation”); providediii) use reasonable best efforts to obtain from its shareholders a vote approving and adopting this Agreement, however, that including but not limited to engaging a proxy solicitation firm to assist the Company shall be permitted to delay or postpone convening with the Company Meeting Shareholder Meeting. (but not beyond b) Notwithstanding anything in this Agreement to the Termination Date) if in contrary, at any time before the good faith judgment of Company Shareholder Meeting, the Company’s Board of Directors of the Company or any committee thereof may, if it concludes in good faith (after consultation with its outside legal advisors) such delay or postponement that the failure to do so would be reasonably likely to result in a violation of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject law, withdraw or modify or change in a manner adverse to Section 6.3 Purchaser its recommendation that the shareholders of the Company approve this Agreement and unless (a “Change of Recommendation”) (although the resolutions approving this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor as of the approval date hereof may not be rescinded or amended); provided that before any such Change of this Agreement and the Merger. Notwithstanding the foregoingRecommendation, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected complied in all material respects with Section 5.1, given Purchaser at least three (3) Business Days’ prior written notice advising it of the intention of the Company’s Board of Directors to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action and, if the decision relates to an Acquisition Proposal, given Purchaser the material terms and conditions of the Acquisition Proposal or inquiry, including the identity of the Person making any such Acquisition Proposal and any written materials received by the Company Change or any of its Subsidiaries in Recommendationconnection therewith; provided and provided, further, that in if the decision relates to an Acquisition Proposal: (i) the Company shall have given Purchaser three (3) Business Days after delivery of such event and notwithstanding anything notice to Purchaser to propose revisions to the contrary in terms of this Agreement (or make another proposal) and if Purchaser proposes to revise the terms of this Agreement, Parent throughout such period the Company shall have negotiated in good faith with Purchaser with respect to such proposed revisions or other proposal; and Merger Sub (ii) the Company’s Board of Directors shall have determined in good faith, after consultation with the Company’s outside legal counsel and financial advisors and after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Purchaser, if any, that such Acquisition Proposal constitutes a Superior Proposal. If the Company’s Board of Directors does not make no representation the determination that such Acquisition Proposal constitutes a Superior Proposal and thereafter determines not to withdraw, modify or warranty as to change its recommendation that the validity shareholders of the Company Meeting or the Merger under the BC Act, approve this Agreement in connection with a new Acquisition Proposal, the procedures referred to above shall apply anew and shall also apply to any subsequent withdrawal, modification or otherwisechange. In the event of any material revisions to the Acquisition Proposal, the Company shall be required to deliver a new written notice to Purchaser and to again comply with the requirements of this Section 5.8(c) with respect to such new written notice, except that the three (3) Business Day period referred to above shall be reduced to two (2) Business Days.