Common use of Shareholders' Approval Clause in Contracts

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shall, at the direction of Buyer, cause a meeting of its shareholders (the "Company Shareholders' Meeting") to be duly called and held as soon as practicable following the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, and convene the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shallshall take any and all action necessary under all applicable Legal Requirements and the Charter Documents to, at as promptly as practicable but in no event later than ten (10) calendar days after the direction date hereof, call and give notice of: (i) an Extraordinary General Meeting of Buyerthe holders of Company Shares, cause as one class (the "Company General Meeting", and the notice thereof, substantially in the form attached hereto as Exhibit C, the "Company General Meeting Notice"); (ii) a meeting separate Extraordinary General Meeting of its shareholders the holders of the Company Ordinary Shares (the "Company Ordinary Class Meeting"); and (iii) a separate Extraordinary General Meeting of the holders of the Company Preferred Shares (the "Company Preferred Class Meeting", and together with the Company General Meeting and the Company Ordinary Class Meeting, the "Company Shareholders' Meeting") to be duly called and held as soon as practicable following the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder ApprovalMeetings"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, and convene the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval ; and shall take all other action necessary or, in cause the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. associated proxy statement (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at as promptly as practicable after such notice is given. Subject to the earliest practical timenotice requirements of the Israeli Companies Law and the regulations thereunder and the Charter Documents, the Company Shareholders' Meetings shall be held, all on the same date and the same location, as promptly as practicable after the date hereof (on a date selected by the Company and consented to by Parent (such consent not to be unreasonably withheld or delayed)) which date shall be no later than July 23, 2010 (inclusive). Subject to Section 6.5, the Company shall use its reasonable commercial efforts to solicit from its shareholders proxies in favor of the adoption and approval of the Merger. The Company will notify Buyer promptly shall call, notice, convene, hold, conduct and solicit all proxies in connection with the Company Shareholders' Meetings in compliance with all applicable Legal Requirements. Subject to ‎Section 6.5, the Board of Directors shall unanimously recommend to the shareholders of the receipt Company to vote “FOR” the approval of the Merger, the Merger Agreement and all other Transactions. (b) The Company may adjourn or postpone any of the Company Shareholders' Meetings only: (i) if, as of the time for which such Company Shareholders' Meeting is originally scheduled (as set forth in the notice for the Company Shareholders' Meeting), the number of Company Shares present at such Company Shareholders' Meeting (either in person or by proxy) is insufficient to constitute the required quorum necessary to conduct the business of such Company Shareholders' Meeting and (ii) all such adjournments and postponements, together shall not be of more than seven (7) days in the aggregate. Subject to termination of this Agreement in accordance with Article VIII, the Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meetings in accordance with this ‎Section 6.7 shall not be affected by and the Company Shareholders' Meetings may not be postponed due to (i) the proposal, public disclosure or communication to the Company of any comments from Acquisition Proposal, whether or not it constitutes a Superior Proposal or (ii) the SEC withdrawal, qualification, amendment or its staff and of any request modification by the SEC Board of Directors of the Company or its staff for amendments any committee thereof of such Board of Directors' or supplements to such committee's approval or recommendation of this Agreement or the Proxy Statement or for additional informationMerger.

Shareholders' Approval. If required by applicable law in order to consummate the MergerThe Company shall: (a) The Company shall, at the direction of Buyer, cause call a special meeting of its shareholders the Shareholders (the "Company Shareholders' Meeting") to within 30 days (or such other period as may be duly called and held as soon as practicable following required by applicable law) after the consummation of S-4 shall have been declared effective by the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) SEC for the purpose of voting on obtaining the approval and adoption of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Company Shareholder ApprovalAction"); and (b) recommend that the Shareholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall take all action necessary prepare and distribute any written notice and other materials relating to the Shareholder Action, including, without limitation, a proxy statement (the "Shareholder Statement"), in accordance with applicable law the Certificate and by-laws of the Company's Certificate of Incorporation , 49 the New Jersey Statute and Bylaws any other Federal and state laws relating to duly callthe Merger, give notice of, and convene the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company such Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all or any other action necessary or, in the judgment of Buyer, helpful transaction relating to secure the vote or consent of such holders required contemplated by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits theretocollectively, the "Proxy StatementShareholders' Materials") ); PROVIDED, HOWEVER, that Parent and its counsel shall have the opportunity to review all Shareholders' Materials prior to delivery to the Shareholders, and all Shareholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; PROVIDED, FURTHER, HOWEVER, that if any event occurs which should be set forth in an amendment or supplement to any Shareholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the SEC Certificate and will use all commercially reasonable efforts to respond to the comments by-laws of the SEC Company, the New Jersey Statute and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC other Federal or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationstate laws.

Shareholders' Approval. If required by applicable law in order to consummate the MergerThe Company shall: (a) The Company shall, at the direction of Buyer, cause call a special meeting of its shareholders the Shareholders (the "Company Shareholders' Meeting") to within 30 days (or such other period as may be duly called and held as soon as practicable following required by applicable law) after the consummation of S-4 shall have been declared effective by the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) SEC for the purpose of voting on obtaining the approval and adoption of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Company Shareholder ApprovalAction"); and (b) recommend that the Shareholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall take all action necessary prepare and distribute any written notice and other materials relating to the Shareholder Action, including, without limitation, a proxy statement (the "Shareholder Statement"), in accordance with applicable law the Certificate and by-laws of the Company's Certificate of Incorporation , the New Jersey Statute and Bylaws any other Federal and state laws relating to duly callthe Merger, give notice of, and convene the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company such Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all or any other action necessary or, in the judgment of Buyer, helpful transaction relating to secure the vote or consent of such holders required contemplated by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits theretocollectively, the "Proxy StatementShareholders' Materials") ); PROVIDED, HOWEVER, that Parent and its counsel shall have the opportunity to review all Shareholders' Materials prior to delivery to the Shareholders, and all Shareholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; PROVIDED, FURTHER, HOWEVER, that if any event occurs which should be set forth in an amendment or supplement to any Shareholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the SEC Certificate and will use all commercially reasonable efforts to respond to the comments by-laws of the SEC Company, the New Jersey Statute and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC other Federal or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationstate laws.

Shareholders' Approval. If required by applicable law in order Subject to consummate the Merger: (a) The other provisions of this Section 7.4, the Company shall, at the direction of Buyer, shall use its best efforts to cause a special meeting of its shareholders of the Company (the "Company Shareholders' Shareholder Meeting") to be duly called and held as soon as reasonably practicable following after the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) date hereof for the purpose of voting on obtaining the Company Shareholder Approval (the "Shareholder Proposal"). The Company's Board of Directors shall use its best efforts to obtain from the shareholders of the Company the votes required by the PBCL and/or the Company Charter in favor of the approval and adoption of this Agreement and any other matters required thereby to be approved and shall recommend to the Merger (shareholders of the "Company that they so vote at the Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and Meeting or any adjournment or postponement thereof; provided that the Company's Certificate Board of Incorporation and Bylaws Directors shall not be required to duly call, give notice of, and convene use such best efforts to obtain the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval approval of this Agreement and shall take all such other action necessary ormatters or to make or continue to make such recommendation if such Board of Directors, in after having received and considered the judgment advice of, and after consultation with, its independent, outside legal counsel, has determined that the making of Buyer, helpful such reasonable best efforts to secure obtain the vote or consent in favor of such holders required by the DGCL or approval of this Agreement and such other matters or making or continuing to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to make such recommendation would cause the Proxy Statement to be mailed to members of the Company's Board of Directors to breach their fiduciary duties under applicable laws. Notwithstanding anything to the contrary in this Agreement, unless this Agreement is earlier terminated in accordance with its terms, the Company shall be required to submit the Shareholder Proposal for approval by its shareholders at the earliest practical time. The Company will notify Buyer promptly Shareholder Meeting, whether with or without the recommendation of the receipt Company's Board of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationDirectors.

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shall, at the direction of Buyer, cause a meeting of its shareholders (the "Company Shareholders' Meeting") to be duly called and held as soon as practicable following the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, and convene the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationinformation and will supply Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Shareholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Buyer reasonably objects. The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board of Directors of the Company described in Section 2.1(c), subject to any modification, amendment or withdrawal thereof, and represents that DLJ has, subject to the terms of its engagement letter with the Company (the "Independent Advisor Engagement Letter"), consented to the inclusion of references to its opinion in the Proxy Statement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 2.10 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal. (d) Notwithstanding the foregoing, if at any time Buyer shall acquire at least 90% of the outstanding Common Shares, Buyer and the Company shall take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable after the expiration of the Offer and the satisfaction or waiver of the conditions set forth in Article VI without the Company Shareholders' Meeting in accordance with Section 253 of the DGCL.

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shall, at the direction of Buyer, cause a meeting of its shareholders (the "Company Shareholders' Meeting") to be duly called and held as soon as practicable following the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and its articles of incorporation and bylaws to convene a meeting of its shareholders within forty-five days after the Company's Certificate date hereof or as soon thereafter as is practicable for the purpose of Incorporation voting upon this Agreement and Bylaws to duly call, give notice of, and convene the Company transactions contemplated hereby (the "Shareholders' Meeting"). The Board of Directors of the Company (i) has recommended approval of this Agreement and the transactions contemplated hereby to the shareholders of the Company, (ii) shall include, and shall not withdraw or modify, such recommendation in the notice of meeting with respect to the Shareholders' Meeting and in any proxy statement published in connection with the Shareholders' Meeting unless the board of directors of the Company reasonably determines after consultation with outside legal counsel that it is necessary to omit, withdraw or modify any such recommendation to comply with its fiduciary duties under applicable law, (iii) shall submit for approval of its shareholders the matters to be voted upon at the Shareholders' Meeting, (iv) shall use its reasonable best efforts (including, without limitation, soliciting proxies for such approvals), to the extent permitted by applicable law, to obtain Company Shareholder Approval, (v) shall not take any action to nullify its resolution adopting and approving this Agreement and the transactions contemplated hereby and their submission to the Company shareholders. In connection with the Shareholders' Meeting, Parent shall furnish all information concerning Parent, Newco and Newsub as the Company may reasonably request in connection with any materials to be prepared and distributed to shareholders of the Company. (b) The Company shallagrees that any proxy statement (and any amendment or supplement thereto) used in connection with the solicitation of proxies for approval of this Agreement at the Shareholders' Meeting, at the direction date of Buyer, solicit from holders of Common Shares entitled mailing to vote at the Company Shareholders' Meeting proxies in favor shareholders of the Company Shareholder Approval and shall take all other action at the time of the Shareholders' Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary orin order to make the statements therein, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation light of the Offer prepare and filecircumstances under which they were made, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationnot misleading.

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shall, at in accordance with applicable law and the direction of BuyerCompany Articles and Company Bylaws, cause call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders' Meeting,") to be duly called and held as soon as reasonably practicable following after the consummation S-4 is declared effective for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the Offer type customarily brought before an annual or special meeting of shareholders to approve a merger. The Company shall engage a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the common shareholders of the Company related to the Requisite Company Vote. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days' prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a). (b) The Company shall include acceptance adjourn or postpone the Company Meeting, if, as of the time for payment which such meeting is originally scheduled there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote and payment for subject to the terms and conditions of this Agreement, the Company shall continue to use all reasonable best efforts, together with a proxy solicitor, to solicit the holders of the Company Common Shares duly tenderedStock to obtain the Requisite Company Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and this Agreement and the transactions contemplated hereby (including the Merger) shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of voting on the approval and adoption of this Agreement and the Merger transactions contemplated hereby (including the "Merger), and nothing contained herein shall be deemed to relieve the Company Shareholder Approval")of such obligation. The Company shall take all action necessary in accordance with applicable law and use reasonable best efforts to inform the Company's Certificate Purchaser of Incorporation and Bylaws to duly call, give notice of, and convene the status of proxy voting for the Company Shareholders' MeetingMeeting on a prompt and continuous basis. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shall, at in accordance with applicable law and the direction of BuyerCompany Charter and Company Bylaws, cause call, give notice of, convene and hold a meeting of its shareholders (the "“Company Shareholders' Meeting",”) to be duly called and held as soon as reasonably practicable following after the consummation S-4 is declared effective, for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the Offer type customarily brought before an annual or special meeting of shareholders to approve a merger. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall include acceptance be three (3) business days. (b) The Company shall adjourn or postpone the Company Meeting if, as of the time for payment which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and payment for all Common Shares duly tendered) the Merger shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice ofMerger, and convene nothing contained herein shall be deemed to relieve the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Mergerobligation. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shall, at in accordance with applicable law and the direction of BuyerCompany Articles and Company Bylaws, cause call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders' Meeting,") to be duly called and held as soon as reasonably practicable following after the consummation S-4 is declared effective, for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the Offer type customarily brought before an annual or special meeting of shareholders to approve a merger. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days' prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall include acceptance be three (3) business days. (b) The Company shall adjourn or postpone the Company Meeting if, as of the time for payment which such meeting is originally scheduled, there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and payment for all Common Shares duly tendered) the Merger shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice ofMerger, and convene nothing contained herein shall be deemed to relieve the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Mergerobligation. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shall, at in accordance with applicable law and the direction of BuyerCompany Articles and Company Bylaws, cause call, give notice of, convene and hold a meeting of its shareholders (the "“Company Shareholders' Meeting",”) to be duly called and held as soon as reasonably practicable following after the consummation S-4 is declared effective for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the Offer type customarily brought before an annual or special meeting of shareholders to approve a merger. The Company shall engage a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the common shareholders of the Company related to the Requisite Company Vote. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a). (b) The Company shall include acceptance adjourn or postpone the Company Meeting, if, as of the time for payment which such meeting is originally scheduled there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote and payment for subject to the terms and conditions of this Agreement, the Company shall continue to use all reasonable best efforts, together with a proxy solicitor, to solicit the holders of the Company Common Shares duly tenderedStock to obtain the Requisite Company Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and this Agreement and the transactions contemplated hereby (including the Merger) shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of voting on the approval and adoption of this Agreement and the Merger transactions contemplated hereby (including the "Merger), and nothing contained herein shall be deemed to relieve the Company Shareholder Approval")of such obligation. The Company shall take all action necessary in accordance with applicable law and use reasonable best efforts to inform the Company's Certificate Purchaser of Incorporation and Bylaws to duly call, give notice of, and convene the status of proxy voting for the Company Shareholders' MeetingMeeting on a prompt and continuous basis. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shall, at in accordance with applicable law and the direction of BuyerCompany Articles and Company Bylaws, cause call, give notice of, convene and hold a meeting of its shareholders (the "“Company Shareholders' Meeting",”) to be duly called and held as soon as reasonably practicable following after the consummation S-4 is declared effective, for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the Offer type customarily brought before an annual or special meeting of shareholders to approve a merger. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall include acceptance be three (3) business days. (b) The Company shall adjourn or postpone the Company Meeting if, as of the time for payment which such meeting is originally scheduled, there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and payment for all Common Shares duly tendered) the Merger shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice ofMerger, and convene nothing contained herein shall be deemed to relieve the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Mergerobligation. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Each of the Company shalland Parent shall take, at in accordance with applicable law and the direction of Buyerapplicable bylaws and charter, cause all action necessary to convene a meeting of its shareholders (the "Company Shareholders' Meeting" and the "Parent Meeting") to be duly called and held as soon as reasonably practicable following after the consummation S‑4 is declared effective for the purpose of obtaining the Requisite Company Vote and the Requisite Parent Vote required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters of the Offer type customarily brought before an annual or special meeting of shareholders to adopt a merger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of the Company and Parent shall use its reasonable best efforts to obtain from the shareholders of the Company and Parent, as the case may be, the Requisite Company Vote, in the case of the Company, and the Requisite Parent Vote, in the case of Parent, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company or Parent, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it could reasonably be expected to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such Board of Directors may submit this Agreement to its shareholders without recommendation, or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation or change in its recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Board of Directors may not take any actions under this sentence unless (i) it gives the other party at least four (4) business days' prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event that such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it nevertheless could reasonably be expected to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. (b) The Company or Parent shall include acceptance adjourn or postpone the Company Meeting or the Parent Meeting, as the case may be, if, as of the time for payment which such meeting is originally scheduled there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company or Parent, as the case may be, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote or the Requisite Parent Vote. The Company and payment the Parent shall only be required to adjourn or postpone the Company Meeting or the Parent Meeting, as applicable, and as requested by the other party for all Common Shares duly tendered) one or more periods of up to twenty days each, twice pursuant to this Section 6.3(b). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Company Meeting and the Parent Meeting shall be convened and this Agreement shall be submitted to the shareholders of the Company and Parent at the Company Meeting and Parent Meeting, respectively, for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice ofother matters contemplated hereby, and convene nothing contained herein shall be deemed to relieve either the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent Parent of such holders required by the DGCL or this Agreement to effect the Mergerobligation. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Company shallwill take, at the direction in accordance with applicable Law and its Articles of BuyerAssociation, cause all action necessary to convene a general meeting of its shareholders (the "“Company Shareholders' ’ Meeting"”) as promptly as reasonably practicable to consider and vote for the approval of this Agreement, the Merger and the Transactions. The Board of Directors shall recommend such approval subject to the notice requirements of the Companies Law and the rules and regulations promulgated thereunder and the Articles of Association of the Company. The Company Shareholders’ Meeting shall be duly called and held as soon promptly as reasonably practicable following after the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval")date hereof. The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice ofnotice, convene, hold and convene conduct the Company Shareholders' ’ Meeting in compliance with applicable Laws including the Companies Law, the Articles of Association of the Company and the rules of NASDAQ. Subject to the provisions of Section 320(c) of the Companies Law, the approval of the Merger requires the Company Shareholder Approval. The quorum required for the shareholders’ meeting is at least two (2) shareholders, present in person or by proxy, holding at least thirty-three and one-third percent (33 1/3%) of the issued and outstanding share capital of the Company. The Company may adjourn or postpone the Company Shareholders’ Meeting (i) if and to the extent necessary to provide any necessary supplement or amendment of the notice to the Company’s shareholders in advance of a vote on this Agreement, and the Merger and the Transactions; or (ii) if, as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the notice for the Company Shareholders’ Meeting), the number of Company Shares present at the Company Shareholders’ Meeting (either in person or by proxy) is insufficient to constitute the required quorum necessary to conduct the business of the Company Shareholders’ Meeting. The Company shall include the Recommendation in any materials sent to the shareholders of the Company in connection with the Company Shareholders’ Meeting. In the event that the Purchaser or any of its Affiliates casts any votes in respect of the Merger, the Purchaser shall disclose to the Company in writing the number of shares and how voted. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor sole shareholder of the Company Shareholder Approval and shall take Merger Sub has approved the Merger subject to the satisfaction or waiver (to the extent permitted hereunder) of all the conditions to Closing (other action necessary or, in than those that by their nature may only be satisfied or waived at Closing). Not later than three (3) days after the judgment of Buyer, helpful to secure the vote or consent date of such holders required by approval, the DGCL or this Agreement to effect Merger Sub shall (in accordance with Section 317(b) of the Merger. (cCompanies Law and the regulations thereunder) The Company shallinform the Companies Registrar of such approval. In accordance with the customary practice of the Companies Registrar, at the direction Merger Sub shall request, following coordination with Company, that the Companies Registrar declare the Merger effective and issue the Certificate of BuyerMerger upon such date as the Merger Sub shall advise the Companies Registrar, as promptly as practicable which date shall be not later than the second Business Day immediately following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationClosing.

Shareholders' Approval. If required by applicable law in order to consummate the Merger: (a) The Each of the Company shalland Parent shall take, at in accordance with applicable law and the direction of Buyerapplicable bylaws and charter, cause all action necessary to convene a meeting of its shareholders (the "“Company Shareholders' Meeting"” and the “Parent Meeting”) to be duly called and held as soon as reasonably practicable following after the consummation S‑4 is declared effective for the purpose of obtaining the Requisite Company Vote and the Requisite Parent Vote required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters of the Offer type customarily brought before an annual or special meeting of shareholders to adopt a merger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of the Company and Parent shall use its reasonable best efforts to obtain from the shareholders of the Company and Parent, as the case may be, the Requisite Company Vote, in the case of the Company, and the Requisite Parent Vote, in the case of Parent, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company or Parent, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it could reasonably be expected to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such Board of Directors may submit this Agreement to its shareholders without recommendation, or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation or change in its recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Board of Directors may not take any actions under this sentence unless (i) it gives the other party at least four (4) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event that such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it nevertheless could reasonably be expected to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. (b) The Company or Parent shall include acceptance adjourn or postpone the Company Meeting or the Parent Meeting, as the case may be, if, as of the time for payment which such meeting is originally scheduled there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company or Parent, as the case may be, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote or the Requisite Parent Vote. The Company and payment the Parent shall only be required to adjourn or postpone the Company Meeting or the Parent Meeting, as applicable, and as requested by the other party for all Common Shares duly tendered) one or more periods of up to twenty days each, twice pursuant to this Section 6.3(b). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Company Meeting and the Parent Meeting shall be convened and this Agreement shall be submitted to the shareholders of the Company and Parent at the Company Meeting and Parent Meeting, respectively, for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice ofother matters contemplated hereby, and convene nothing contained herein shall be deemed to relieve either the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent Parent of such holders required by the DGCL or this Agreement to effect the Mergerobligation. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

Shareholders' Approval. If required The Company Requisite Vote shall be obtained by stockholder written consent in accordance with applicable law in order to consummate Laws and the Company’s certificate of incorporation and by-laws, on, but no earlier than 5:00 p.m. on the 20th calendar day following the date Parent first files a Current Report on Form 8-K with the SEC regarding the Merger: , which Current Report on Form 8-K shall contain as an exhibit thereto a true, correct and complete copy of the executed Merger Agreement (athe “Parent 8-K Date”), in accordance with the terms of the Voting Agreements (the “Written Consent”). The Company will use its reasonable best efforts to obtain the Written Consent and notwithstanding anything contained in this Agreement, (i) The in the event that subsequent to the date of this Agreement the Board of Governors of the Company determines in good faith after consultation with its outside legal counsel that its fiduciary duties under applicable Laws require it to withdraw, modify or amend the Governors’ Recommendation in any manner, the Board of Governors of the Company may, prior to the receipt of the Written Consent, so withdraw, modify or amend the Governors’ Recommendation and (ii) notwithstanding the foregoing (or Section 5.2(b)), the Company shall, at subject to the direction provisions of Buyerthis Section 5.3, cause a meeting submit this Agreement to the holders of Shares for adoption by the Written Consent and shall use its shareholders (best efforts to do so within the "time period prescribed herein. As promptly as practicable, but no more than 20 calendar days, after receipt of sufficient executed Written Consents to approve this Agreement and the Merger, the Company Shareholders' Meeting") shall deliver, pursuant to be duly called and held as soon as practicable following the consummation Section 228 of the Offer DGCL (which shall include acceptance for payment and in accordance with applicable law), a written notice to all stockholders of and payment for all Common Shares duly tendered) for the purpose of voting on Company that did not execute the approval and adoption of Written Consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Company. As promptly as practicable, but no later than the earlier of (i) the "20th calendar day following the transfer of 14% of the interests of the defendants pursuant to the litigation pending against the Company Shareholder Approval"captioned Xxxxxxxx v. Philadelphia Stock Exch., Inc. et al. (as described below) and (ii) the 10th calendar day following the Effective Time, the Company shall deliver, pursuant to Section 262(d) of the DGCL (and in accordance with applicable law), a written notice to all stockholders of the Company that did not execute the Written Consent informing them that statutory appraisal rights are available for their Shares (which notice shall include a copy of such Section 262). The Company shall take all action necessary in accordance provide Parent with applicable law the opportunity to review and reasonably comment on the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, and convene the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together included with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional informationsuch notice.